Exhibit 10.1


 





EXECUTION VERSION


 


 





 


CREDIT AGREEMENT


 


dated as of


 


June 27, 2018


 


among


 


CLARUS CORPORATION


BLACK DIAMOND EQUIPMENT, LTD.

BLACK DIAMOND RETAIL, INC.

SIERRA BULLETS, L.L.C.


 


The Lenders Party Hereto






The other Loan Parties Party Hereto






and


 


JPMORGAN CHASE BANK, N.A.,

as Administrative Agent


 










 



 


JPMORGAN CHASE BANK, N.A.,

as Sole Bookrunner and Sole Lead Arranger





 


 


ASSET BASED LENDING


 




     


     


    




 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I         Definitions	1
	 	 	 
	SECTION 1.01.	Defined Terms	1
	 	 	 
	SECTION 1.02.	Classification of Loans and Borrowings	41
	 	 	 
	SECTION 1.03.	Terms Generally	41
	 	 	 
	SECTION 1.04.	Accounting Terms; GAAP	41
	 	 	 
	SECTION 1.05.	Currency Translations; Currency Matters	42
	 	 	 
	SECTION 1.06.	Status of Obligations	43
	 	 	 
	ARTICLE II        The Credits	43
	 	 	 
	SECTION 2.01.	Revolving Commitments	43
	 	 	 
	SECTION 2.02.	Loans and Borrowings	43
	 	 	 
	SECTION 2.03.	Requests for Borrowings	44
	 	 	 
	SECTION 2.04.	Protective Advances	45
	 	 	 
	SECTION 2.05.	Swingline Loans and Overadvances	46
	 	 	 
	SECTION 2.06.	Letters of Credit	48
	 	 	 
	SECTION 2.07.	Funding of Borrowings	52
	 	 	 
	SECTION 2.08.	Interest Elections	53
	 	 	 
	SECTION 2.09.	Termination of Revolving Commitments; Increase in Revolving Commitments	54
	 	 	 
	SECTION 2.10.	Repayment and Amortization of Loans; Evidence of Debt	56
	 	 	 
	SECTION 2.11.	Prepayment of Loans	57
	 	 	 
	SECTION 2.12.	Fees	58
	 	 	 
	SECTION 2.13.	Interest	59
	 	 	 
	SECTION 2.14.	Alternate Rate of Interest; Illegality	59
	 	 	 
	SECTION 2.15.	Increased Costs	61
	 	 	 
	SECTION 2.16.	Break Funding Payments	63
	 	 	 
	SECTION 2.17.	Withholding of Taxes; Gross-Up	63
	 	 	 
	SECTION 2.18.	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	67
	 	 	 
	SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	70
	 	 	 
	SECTION 2.20.	Defaulting Lenders	70
	 	 	 
	SECTION 2.21.	Returned Payments	72
	 	 	 
	SECTION 2.22.	Banking Services and Swap Agreements	73






 



     i


     


    

 


	ARTICLE III       Representations And Warranties	73
	 	 	 
	SECTION 3.01.	Organization; Powers	73
	 	 	 
	SECTION 3.02.	Authorization; Enforceability	73
	 	 	 
	SECTION 3.03.	Governmental Approvals; No Conflicts	73
	 	 	 
	SECTION 3.04.	Financial Condition; No Material Adverse Change	74
	 	 	 
	SECTION 3.05.	Properties	74
	 	 	 
	SECTION 3.06.	Litigation and Environmental Matters	74
	 	 	 
	SECTION 3.07.	Compliance with Laws and Agreements; No Default	75
	 	 	 
	SECTION 3.08.	Investment Company Status	75
	 	 	 
	SECTION 3.09.	Taxes	75
	 	 	 
	SECTION 3.10.	ERISA	75
	 	 	 
	SECTION 3.11.	Disclosure	76
	 	 	 
	SECTION 3.12.	Material Agreements	76
	 	 	 
	SECTION 3.13.	Solvency	76
	 	 	 
	SECTION 3.14.	Insurance	77
	 	 	 
	SECTION 3.15.	Capitalization and Subsidiaries	77
	 	 	 
	SECTION 3.16.	Security Interest in Collateral	77
	 	 	 
	SECTION 3.17.	Employment Matters	77
	 	 	 
	SECTION 3.18.	Federal Reserve Regulations	78
	 	 	 
	SECTION 3.19.	Use of Proceeds	78
	 	 	 
	SECTION 3.20.	No Burdensome Restrictions	78
	 	 	 
	SECTION 3.21.	Anti-Corruption Laws and Sanctions	78
	 	 	 
	SECTION 3.22.	[Intentionally Omitted]	78
	 	 	 
	SECTION 3.23.	Common Enterprise	78
	 	 	 
	SECTION 3.24.	EEA Financial Institutions	78
	 	 	 
	SECTION 3.25.	Carrying on Business; Assets	78
	 	 	 
	ARTICLE IV       Conditions	79
	 	 	 
	SECTION 4.01.	Effective Date	79
	 	 	 
	SECTION 4.02.	Each Credit Event	82
	 	 	 
	ARTICLE V        Affirmative Covenants	83
	 	 	 
	SECTION 5.01.	Financial Statements; Borrowing Base and Other Information	83
	 	 	 
	SECTION 5.02.	Notices of Material Events	87
	 	 	 
	SECTION 5.03.	Existence; Conduct of Business	88



 


 



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	SECTION 5.04.	Payment of Obligations	88
	 	 	 
	SECTION 5.05.	Maintenance of Properties	89
	 	 	 
	SECTION 5.06.	Books and Records; Inspection Rights	89
	 	 	 
	SECTION 5.07.	Compliance with Laws and Material Contractual Obligations	89
	 	 	 
	SECTION 5.08.	Use of Proceeds	90
	 	 	 
	SECTION 5.09.	Accuracy of Information	90
	 	 	 
	SECTION 5.10.	Insurance	91
	 	 	 
	SECTION 5.11.	Casualty and Condemnation	91
	 	 	 
	SECTION 5.12.	Appraisals	91
	 	 	 
	SECTION 5.13.	Depository Banks	92
	 	 	 
	SECTION 5.14.	Additional Collateral; Further Assurances	92
	 	 	 
	SECTION 5.15.	Post-Closing	93
	 	 	 
	ARTICLE VI       Negative Covenants	93
	 	 	 
	SECTION 6.01.	Indebtedness	93
	 	 	 
	SECTION 6.02.	Liens	95
	 	 	 
	SECTION 6.03.	Fundamental Changes	98
	 	 	 
	SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	98
	 	 	 
	SECTION 6.05.	Asset Sales	101
	 	 	 
	SECTION 6.06.	Sale and Leaseback Transactions	102
	 	 	 
	SECTION 6.07.	Swap Agreements	102
	 	 	 
	SECTION 6.08.	Restricted Payments; Certain Payments of Indebtedness	103
	 	 	 
	SECTION 6.09.	Transactions with Affiliates	103
	 	 	 
	SECTION 6.10.	Restrictive Agreements	104
	 	 	 
	SECTION 6.11.	Amendment of Material Documents	104
	 	 	 
	SECTION 6.12.	Black Diamond Trademark	105
	 	 	 
	SECTION 6.13.	Fixed Charge Coverage Ratio	105
	 	 	 
	ARTICLE VII     Events of Default	105
	 	 	 
	ARTICLE VIII    The Administrative Agent	108
	 	 	 
	SECTION 8.01.	Appointment	108
	 	 	 
	SECTION 8.02.	Rights as a Lender	108
	 	 	 
	SECTION 8.03.	Duties and Obligations	109



 


 



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	SECTION 8.04.	Reliance	109
	 	 	 
	SECTION 8.05.	Actions through Sub-Agents	109
	 	 	 
	SECTION 8.06.	Resignation	110
	 	 	 
	SECTION 8.07.	Non-Reliance	111
	 	 	 
	SECTION 8.08.	Intentionally Omitted	111
	 	 	 
	SECTION 8.09.	Not Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties	112
	 	 	 
	SECTION 8.10.	Flood Laws	112
	 	 	 
	ARTICLE IX       Miscellaneous	112
	 	 	 
	SECTION 9.01.	Notices	112
	 	 	 
	SECTION 9.02.	Waivers; Amendments	115
	 	 	 
	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	117
	 	 	 
	SECTION 9.04.	Successors and Assigns	119
	 	 	 
	SECTION 9.05.	Survival	123
	 	 	 
	SECTION 9.06.	Counterparts; Integration; Effectiveness; Electronic Execution	123
	 	 	 
	SECTION 9.07.	Severability	124
	 	 	 
	SECTION 9.08.	Right of Setoff	124
	 	 	 
	SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	124
	 	 	 
	SECTION 9.10.	WAIVER OF JURY TRIAL	125
	 	 	 
	SECTION 9.11.	Headings	125
	 	 	 
	SECTION 9.12.	Confidentiality	126
	 	 	 
	SECTION 9.13.	Several Obligations; Nonreliance; Violation of Law	127
	 	 	 
	SECTION 9.14.	USA PATRIOT Act	127
	 	 	 
	SECTION 9.15.	Disclosure	127
	 	 	 
	SECTION 9.16.	Appointment for Perfection	127
	 	 	 
	SECTION 9.17.	Interest Rate Limitation	127
	 	 	 
	SECTION 9.18.	Marketing Consent	128
	 	 	 
	SECTION 9.19.	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	128
	 	 	 
	SECTION 9.20.	No Fiduciary Duty, etc.	129
	 	 	 
	ARTICLE X        Loan Guaranty	129
	 	 	 
	SECTION 10.01.	Guaranty	129



 



     iv


     


    




 


	SECTION 10.02.	Guaranty of Payment	130
	 	 	 
	SECTION 10.03.	No Discharge or Diminishment of Loan Guaranty	130
	 	 	 
	SECTION 10.04.	Defenses Waived	131
	 	 	 
	SECTION 10.05.	Rights of Subrogation	131
	 	 	 
	SECTION 10.06.	Reinstatement; Stay of Acceleration	131
	 	 	 
	SECTION 10.07.	Information	131
	 	 	 
	SECTION 10.08.	Termination	132
	 	 	 
	SECTION 10.09.	Taxes	132
	 	 	 
	SECTION 10.10.	Maximum Liability	132
	 	 	 
	SECTION 10.11.	Contribution	132
	 	 	 
	SECTION 10.12.	Liability Cumulative	133
	 	 	 
	SECTION 10.13.	Keepwell	133
	 	 	 
	ARTICLE XI       The Borrower Representative	134
	 	 	 
	SECTION 11.01.	Appointment; Nature of Relationship	134
	 	 	 
	SECTION 11.02.	Powers	134
	 	 	 
	SECTION 11.03.	Employment of Agents	134
	 	 	 
	SECTION 11.04.	Intentionally Omitted	134
	 	 	 
	SECTION 11.05.	Successor Borrower Representative	134
	 	 	 
	SECTION 11.06.	Execution of Loan Documents; Borrowing Base Certificate	134


 




     v


     


    

 


SCHEDULES:


Commitment Schedule


Schedule B-1 – Black Diamond Trademark


Schedule 3.05 — Properties


Schedule 3.06 — Disclosed Matters


Schedule 3.12 – Material Agreements


Schedule 3.14 — Insurance


Schedule 3.15 – Capitalization and Subsidiaries


Schedule 3.22 – Affiliate Transactions


Schedule 6.01 — Existing Indebtedness


Schedule 6.02 — Existing Liens


Schedule 6.04 — Existing Investments


Schedule 6.10 — Existing Restrictions


 


EXHIBITS:


 


Exhibit A — Form of Assignment and Assumption


Exhibit B — Form of Borrowing Base Certificate


Exhibit C — Form of Compliance
Certificate


Exhibit D — Joinder Agreement


Exhibit E – Form of Dividend
Condition Certificate


 




     vi


     


    




 


CREDIT AGREEMENT dated
as of June 27, 2018 (as it may be amended or modified from time to time, this “Agreement”) among CLARUS CORPORATION,
a Delaware corporation (the “Company”), BLACK DIAMOND EQUIPMENT, LTD., a Delaware corporation (“Black
Diamond”), BLACK DIAMOND RETAIL, INC., a Delaware corporation (“BDR”), and SIERRA BULLETS, L.L.C.,
a Delaware limited liability company (“Sierra” and together with the Company, Black Diamond and BDR, and any
other Person that joins this Agreement as a Borrower in accordance with the terms hereof, are referred to hereinafter each individually
as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”),
the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.


 


The parties hereto
agree as follows:


 


ARTICLE
I



Definitions


 


SECTION 1.01.    Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:


 


“2018 Shareholder
Redemption” means the one-time redemption of up to an aggregate amount of $7,500,000 in outstanding Equity Interests
of the Company, pursuant to that certain Offer to Purchase, dated as of May 8, 2018 and expiring on July 11, 2018, as may be amended,
supplemented and/or extended from time to time, so long as (i) such redemption is permitted under applicable law, (ii) the
board of directors of the Company has duly approved the 2018 Shareholder Redemption, (iii) there are no injunctions or temporary
restraining orders which prohibit the consummation of the 2018 Shareholder Redemption, (iv) such redemption does not exceed an
aggregate amount of $7,500,000 and (v) such redemption is consummated on or prior to the date that is 90 days immediately following
the Effective Date (or such later date as agreed to by Administrative Agent in its Permitted Discretion).


 


“Account”
has the meaning assigned to such term in the Security Agreement.


 


“Account Debtor”
means any Person obligated on an Account.


 


“Acquisition”
means any transaction, or any series of related transactions, consummated on or after the Effective Date, by which any Loan Party
(a) acquires any going business or all or substantially all of the assets of any Person, whether through purchase of assets, merger
or otherwise or (b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions)
at least a majority (in number of votes) of the Equity Interests of a Person which has ordinary voting power for the election of
directors or other similar management personnel of a Person (other than Equity Interests having such power only by reason of the
happening of a contingency) or a majority of the outstanding Equity Interests of a Person.


 


“Adjusted
LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period or for any CBFR Borrowing accruing
interest at the CB Floating Rate, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the
LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.


 




     


     


    

 


“Adjusted
One Month LIBOR Rate” means, for any day, an interest rate per annum equal to the sum of (i) 2.50% plus (ii) the Adjusted
LIBO Rate for a one month interest period on such day (or if such day is not a Business Day, the immediately preceding Business
Day); provided that, for the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the LIBO Screen Rate
at approximately 11:00 a.m. London time on such day; provided further, that, if the LIBO Screen Rate at such time shall be less
than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders hereunder.


 


“Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.


 


“Affiliate”
means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the specified Person.


 


“Aggregate
Revolving Commitment” means, at any time, the aggregate of the Revolving Commitments of all of the Lenders, as increased
or reduced from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Revolving Commitment
is $75,000,000.


 


“Aggregate
Revolving Exposure” means, at any time, the aggregate Revolving Exposure of all the Lenders at such time.


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to any Borrower or any of its Affiliates
from time to time concerning or relating to bribery or corruption.


 


“Applicable
Commitment Rate” means, for any day, with respect to the commitment fees payable hereunder, the applicable rate per annum
set forth below, based upon the Average Monthly Aggregate Exposure during the most recently ended fiscal month of the Company;
provided that the “Applicable Commitment Rate” shall be the applicable rate per annum set forth below in Category
1 during the period from the Effective Date to, and including, the last day of the first fiscal quarter of the Company ending after
the Effective Date:


 


	Average Monthly Aggregate Exposure	 	Applicable 

Commitment Rate	 
	 	 	 	 
	Category 1 
≥ 65% of the Aggregate Revolving
    Commitment	 	 	0.25	%
	 	 	 	 	 
	Category 2 
< 65% of the Aggregate Revolving Commitment	 	 	0.375	%



 




    	 	2	 



     


    




 


For purposes of the
foregoing, each change in the Applicable Commitment Rate resulting from a change in Average Monthly Aggregate Exposure shall
be effective during the period commencing on and including the first day of each fiscal month of the Company and ending on the
last day of such fiscal month, it being understood and agreed that, for purposes of determining the Applicable Commitment Rate
on the first day of any fiscal month of the Company, the Average Monthly Aggregate Exposure during the most recently ended fiscal
month of the Company shall be used. Notwithstanding the foregoing, the Average Monthly Aggregate Exposure shall be deemed to be
in Category 2 at any time that an Event of Default has occurred and is continuing.


 


“Applicable
Percentage” means, with respect to any Lender, with respect to Revolving Loans, LC Exposure, Overadvances, Protective
Advances or Swingline Loans, a percentage equal to a fraction the numerator of which is such Lender’s Revolving Commitment
and the denominator of which is the Aggregate Revolving Commitment provided that, if the Revolving Commitments have terminated
or expired, the Applicable Percentages shall be determined based upon such Lender’s share of the Aggregate Revolving Exposure
at that time); provided that, in accordance with Section 2.20, so long as any Lender shall be a Defaulting Lender, such
Defaulting Lender’s Revolving Commitment shall be disregarded in the foregoing calculation.


 


“Applicable
Rate” means, for any day, with respect to any Loan, the applicable rate per annum set forth below under the caption “Revolver
CBFR Spread” or “Revolver Eurodollar Spread”, as the case may be, based upon the Fixed Charge Coverage Ratio
measured on a trailing twelve month basis, as of the most recent determination date, provided that the “Applicable
Rate” shall be the applicable rates per annum set forth below in Category 1 during the period from the Effective Date to,
and including, the last day of the first fiscal quarter of the Company ending after the Effective Date:


 




    	 	3	 



     


    

 


	Fixed Charge

Coverage	 	
        Revolver

        CBFR Spread
	 	
        Revolver

        Eurodollar

        Spread

	
        Category 1

        > 1.50 to 1.0
	 	1.50% (or 0.00% if clause (y) to the proviso to the definition of REVLIBOR30 Rate is applicable); provided that, if any Availability is generated under clause (d) of the definition of Borrowing Base, then 1.70% (or 0.20% if clause (y) to the proviso to the definition of REVLIBOR30 Rate is applicable)	 	
        1.50%

        (or 1.70% if any Availability is generated under clause (d)
        of the definition of Borrowing Base)

	
        Category 2

        <1.50
        to 1.0 but

        31.25
        to 1.0
	 	1.75% (or 0.00% if clause (y) to the proviso to the definition of REVLIBOR30 Rate is applicable); provided that, if any Availability is generated under clause (d) of the definition of Borrowing Base, then 1.95% (or 0.20% if clause (y) to the proviso to the definition of REVLIBOR30 Rate is applicable)	 	
        1.75%

        (or 1.95% if any Availability is generated under clause (d)
        of the definition of Borrowing Base)

	
        Category 3

        <1.25
        to 1.0

         
	 	2.00% (or 0.00% if clause (y) to the proviso to the definition of REVLIBOR30 Rate is applicable); provided that, if any Availability is generated under clause (d) of the definition of Borrowing Base, then 2.20% (or 0.20% if clause (y) to the proviso to the definition of REVLIBOR30 Rate is applicable)	 	
        2.00%

        (or 2.20% if any Availability is generated under clause (d)
        of the definition of Borrowing Base)



 


For purposes of the
foregoing Categories, (a) the Applicable Rate shall be determined as of the end of each fiscal quarter of the Company
based upon the Company’s annual or monthly (that is a quarter end) consolidated financial statements delivered pursuant to
Section 5.01 and (b) each change in the Applicable Rate resulting from a change in the Fixed Charge Coverage Ratio shall be
effective during the period commencing on and including the first calendar day of the calendar month occurring immediately after
the date of delivery to the Administrative Agent of such consolidated financial statements indicating such change and ending on
the date immediately preceding the effective date of the next such change, provided that the Fixed Charge Coverage Ratio
shall be deemed to be in Category 3 at the option of the Administrative Agent or at the request of the Required Lenders if
the Company fails to deliver the annual or monthly (that is a quarter end) consolidated financial statements required to be delivered
by it pursuant to Section 5.01, during the period from the expiration of the time for delivery thereof until such consolidated
financial statements are delivered.


 


“Approved
Fund” has the meaning assigned to such term in Section 9.04.


 


“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent
of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.


 


“Availability”
means, at any time, an amount equal to (a) the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base, minus
(b) the Aggregate Revolving Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded
its Applicable Percentage of all outstanding Borrowings).


 


“Availability
Period” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and
the date of termination of the Revolving Commitments.


 




    	 	4	 



     


    




 


“Available
Revolving Commitment” means, at any time, the Aggregate Revolving Commitment minus the Aggregate Revolving
Exposure (calculated, with respect to any Defaulting Lender, as if such Defaulting Lender had funded its Applicable Percentage
of all outstanding Borrowings).


 


“Average Monthly
Aggregate Exposure” means, for any fiscal month of the Company, an amount equal to the average daily Aggregate Revolving
Exposure during such fiscal month.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Banking Services”
means each and any of the following bank services provided to any Loan Party or its Subsidiaries by JPMCB or any of its Affiliates:
(a) credit cards for commercial customers (including, without limitation, “commercial credit cards” and purchasing
cards), (b) stored value cards, (c) merchant processing services, (d) treasury management services (including, without limitation,
controlled disbursement, automated clearinghouse transactions, return items, any direct debit scheme or arrangement, overdrafts,
and interstate depository network services), and (e) Lease Financing.


 


“Banking Services
Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor) in connection with Banking Services, provided, however, Banking Services Obligations in respect of
Lease Financing shall be limited to Lease Deficiency Obligations.


 


“Banking Services
Reserves” means all Reserves which the Administrative Agent from time to time establishes in its Permitted Discretion
for Banking Services then provided or outstanding.


 


“Bankruptcy
Code” means the Bankruptcy Reform Act of 1978, as codified at 11 U.S.C. §§ 101 et seq.


 


“Bankruptcy
Event” means, with respect to any Person, when such Person becomes the subject of a bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person
charged with the reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative
Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest
results in or provides such Person with immunity from the jurisdiction of courts within the U.S. or from the enforcement of judgments
or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality), to reject, repudiate,
disavow or disaffirm any contracts or agreements made by such Person.


 




    	 	5	 



     


    




 


“Beneficial
Owner” means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes,
to whom such Tax relates.


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership
Regulation.


 


“Beneficial
Ownership Regulation” means 31 C.F.R. § 1010.230.


 


“Black Diamond
Trademark” means, collectively, the trademarks owned by Black Diamond and set forth on Schedule B-1.


 


“Board”
means the Board of Governors of the Federal Reserve System of the U.S.


 


“Borrower”
or “Borrowers” have the respective meanings specified therefor in the preamble to this Agreement.


 


“Borrower
Representative” has the meaning assigned to such term in Section 11.01.


 


“Borrowing”
means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans,
as to which a single Interest Period is in effect, (b) a Swingline Loan, (c) a Protective Advance and (d) an Overadvance.


 


“Borrowing
Base” means, at any time, the sum of (a) 85% of the Dollar Equivalent of the Borrowers’ Eligible Accounts at such
time, plus (b) the product of 90% multiplied by the Net Orderly Liquidation Value percentage (not to exceed
100%) identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied by the Borrowers’
Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out basis, plus (c)
solely during each Seasonal Period, the lesser of (i) $10,000,000 and (ii) the product of 5% multiplied by the Net Orderly Liquidation
Value percentage (not to exceed 100%) identified in the most recent inventory appraisal ordered by the Administrative Agent multiplied
by the Borrowers’ Eligible Inventory, valued at the lower of cost or market value, determined on a first-in-first-out
basis, plus (d) the lesser of (i) $10,000,000, and (ii) 50% of the Net Orderly Liquidation Value of the Black Diamond
Trademark (it being understood that no Availability shall be generated under this clause (d) until the Administrative Agent shall
have received an appraisal of the Black Diamond Trademark (the “Initial Trademark Appraisal”) from a firm satisfactory
to the Administrative Agent, which appraisal shall be satisfactory to the Administrative Agent in its Permitted Discretion (the
first date Availability is generated under this clause (d) pursuant to such Initial Trademark Appraisal, the “Initial
TM Availability Date)); provided that, the Availability generated under this clause (d) shall be reduced on a monthly
basis, commencing on the first day of the month immediately following the Initial TM Availability Date and on the first day of
each month thereafter, by an amount equal to 1/60 of the original amount of Availability generated under this clause (d) on the
Initial TM Availability Date (provided however, on one occasion per calendar year, beginning with the calendar year immediately
following the Initial TM Availability Date, the Borrower Representative may elect that the Availability generated under this clause
(d) be reset to the lesser of (i) $10,000,000, and (ii) 50% of the Net Orderly Liquidation Value of the Black Diamond Trademark,
subject to Administrative Agent’s receipt of an updated appraisal of the Black Diamond Trademark (each such updated appraisal,
a “Reset Trademark Appraisal”) from a firm satisfactory to the Administrative Agent, which appraisal shall be
satisfactory to the Administrative Agent in its Permitted Discretion (the first date Availability generated under this clause (d)
is reset pursuant to each Reset Trademark Appraisal, a “Reset TM Availability Date); provided that, after each
Reset TM Availability Date, the Availability generated under this clause (d) shall be reduced on a monthly basis, commencing on
the first day of the month immediately following such Reset TM Availability Date and on the first day of each month thereafter,
by an amount equal to 1/60 of the original reset amount of Availability generated under this clause (d) on such Reset TM Availability
Date), minus (e) Reserves. The Administrative Agent may, in its Permitted Discretion, reduce the advance rates
set forth above, adjust Reserves or reduce one or more of the other elements used in computing the Borrowing Base. At the election
of the Borrower Representative, Availability generated under clause (d) above shall be permanently reduced to $0 on the first day
of the month following such election. The calculations in clauses (b) and (c) above may be determined on a combined basis for Eligible
Inventory or on a category by category basis for Eligible Inventory, as determined by the Administrative Agent in its Permitted
Discretion from time to time based on its review of any appraisal and/or field examination of such Inventory.


 




    	 	6	 



     


    




 


“Borrowing
Base Certificate” means a certificate, signed and certified as accurate and complete by a Financial Officer of the Borrower
Representative, in substantially the form of Exhibit B or another form which is acceptable to the Administrative Agent in
its sole discretion.


 


“Borrowing
Request” means a request by the Borrower Representative for a Borrowing in accordance with Section 2.03.


 


“Burdensome
Restrictions” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.10.


 


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan or a Loan accruing interest
at REVLIBOR30 Rate without giving effect to the proviso contained in the definition for “REVLIBOR30 Rate,” the term
“Business Day” shall also exclude any day on which banks are not open for general business in London.


 


“Canadian
dollars” or “Cdn $” means the lawful currency of Canada.


 


“Capital Expenditures”
means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition of any asset which
would be classified as a fixed or capital asset on a consolidated balance sheet of the Company and its Subsidiaries prepared in
accordance with GAAP.


 


“Capital Lease
Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to
be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP; provided that all obligations of any Person
that are or would be characterized as operating lease obligations in accordance with GAAP immediately prior to the Effective Date
(whether or not such operating lease obligations were in effect on such date) shall continue to be accounted for as operating lease
obligations (and not as Capital Lease Obligations) for purposes of this Agreement regardless of any change in GAAP following the
Effective Date that would otherwise require such obligations to be re-characterized as Capital Lease Obligations.


 




    	 	7	 



     


    




 


“CB Floating
Rate” means the Prime Rate; provided that the CB Floating Rate shall never be less than the Adjusted One Month
LIBOR Rate on such day (or if such day is not a Business Day, the immediately preceding Business Day). Any change in the CB Floating
Rate due to a change in the Prime Rate or the Adjusted One Month LIBOR Rate shall be effective from and including the effective
date of such change in the Prime Rate or the Adjusted One Month LIBOR Rate, respectively.


 


“CBFR”,
when used in reference to: (a) a rate of interest, refers to the REVLIBOR30 Rate and (b) any Loan or Borrowing, refers to whether
such Loan, or the Loans comprising such Borrowing, bear interest at a rate determined by reference to the REVLIBOR30 Rate.


 


“Change in
Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof)
(other than Warren B. Kanders, any trust under which Warren B. Kanders has control or is the primary beneficiary, Kanders GMP Holdings,
LLC (so long as (I) such entity is controlled by Warren B. Kanders and (II) is organized primarily for the purpose of making equity
or debt investments in one or more companies) or a Qualified Kanders Entity), of Equity Interests representing more than 20% of
the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Company; (b) occupation at
any time of a majority of the seats (other than vacant seats) on the board of directors of the Company by Persons who were not
(i) directors of the Company on the date of this Agreement, (ii) nominated or appointed by the board of directors of the Company
or (iii) approved by the board of directors of the Company as director candidates prior to their election; or (c) the acquisition
of direct or indirect Control of the Company by any Person or group; or (d) the Company shall cease to own, free and clear of all
Liens or other encumbrances, directly or indirectly, at least 100% of the outstanding voting Equity Interests of the other Loan
Parties on a fully diluted basis. For purposes of this definition, a “Qualified Kanders Entity” is an entity (I) located
in the U.S., (II) controlled by Warren B. Kanders (for the avoidance of doubt, “controlled” means the power, directly
or indirectly, to direct or cause the direction of the management and policies of such entity whether by contract or otherwise),
(III) organized under applicable U.S. and state laws, (IV) not engaged, directly or indirectly, in any line of business other than
(A) the businesses in which the Loan Parties are engaged on the Effective Date, (B) the businesses that are reasonably similar,
ancillary, or complementary thereto, or a line of business that is a reasonable extension, development or expansion thereof, in
each case, solely with respect to the businesses that Black Diamond is engaged on the Effective Date, or (C) a business organized
primarily for the purpose of making equity or debt investments in one or more companies, (V) that does not violate any Anti-Corruption
Laws or Sanctions applicable to such entity as a result of the ownership, directly or indirectly, of the Equity Interests of the
Company, and (VI) for which all documentation and other information requested by the Administrative Agent in connection with satisfying
applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, have
been delivered to the Administrative Agent.


 




    	 	8	 



     


    




 


“Change in
Law” means the occurrence after the date of this Agreement (or, with respect to any Lender, such later date on which
such Lender becomes a party to this Agreement) of any of the following: (a) the adoption of or taking effect of any law, rule,
regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority; or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b),
by any lending office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any request,
guideline, requirement or directive (whether or not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection
therewith or in the implementation thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the date enacted, adopted, issued or implemented.


 


“Charges”
has the meaning assigned to such term in Section 9.17.


 


“Class”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving
Loans, Swingline Loans, Protective Advances or Overadvances.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”
means any and all property owned, leased or operated by a Person covered by the Collateral Documents and any and all other property
of any Loan Party, now existing or hereafter acquired, that may at any time be, become or be intended to be, subject to a security
interest or Lien in favor of the Administrative Agent, on behalf of itself and the Lenders and other Secured Parties, to secure
the Secured Obligations.


 


“Collateral
Access Agreement” has the meaning assigned to such term in the Security Agreement.


 


“Collateral
Documents” means, collectively, the Security Agreement, and any other agreements, instruments and documents executed
in connection with this Agreement that are intended to create, perfect or evidence Liens to secure the Secured Obligations, including,
without limitation, all other security agreements, pledge agreements, mortgages, deeds of trust, loan agreements, notes, guarantees,
subordination agreements, pledges, powers of attorney, consents, assignments, contracts, fee letters, notices, leases, financing
statements and all other written matter whether theretofore, now or hereafter executed by any Loan Party and delivered to the Administrative
Agent.


 




    	 	9	 



     


    




 


“Collection
Account” has the meaning assigned to such term in the Security Agreement.


 


“Commercial
LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding commercial Letters of
Credit plus (b) the aggregate amount of all LC Disbursements relating to commercial Letters of Credit that have not
yet been reimbursed by or on behalf of the Borrowers. The Commercial LC Exposure of any Revolving Lender at any time shall be its
Applicable Percentage of the aggregate Commercial LC Exposure at such time.


 


“Commitment
Schedule” means the Schedule attached hereto identified as such.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 


“Communications”
has the meaning assigned to such term in Section 9.01(d).


 


“Company”
has the meaning specified therefor in the preamble to this Agreement.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


“Controlled
Disbursement Account” means any account of the Borrowers maintained with the Administrative Agent as a zero balance,
cash management account pursuant to and under any agreement between a Borrower and the Administrative Agent, as modified and amended
from time to time, and through which all disbursements of a Borrower, any other Loan Party and any designated Subsidiary of a Borrower
are made and settled on a daily basis with no uninvested balance remaining overnight.


 


“Credit Party”
means the Administrative Agent, the Issuing Bank, the Swingline Lender or any other Lender.


 


“Default”
means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured
or waived, become an Event of Default.


 




    	 	10	 



     


    

 


“Defaulting
Lender” means any Lender that (a) has failed, within two Business Days of the date required to be funded or paid, to
(i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii)
pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such
Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination
that a condition precedent to funding (specifically identified and including the particular Default, if any) has not been satisfied;
(b) has notified any Borrower or any Credit Party in writing, or has made a public statement, to the effect that it does not intend
or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates
that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified
and including the particular Default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other
agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by a Credit Party, acting
in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations
(and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of
Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this
clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative
Agent, or (d) has become the subject of (i) a Bankruptcy Event or (ii) a Bail-In Action.


 


“Disclosed
Matters” means the actions, suits, proceedings and environmental matters disclosed in Schedule 3.06.


 


“Dividend
Condition” shall mean in connection with a Restricted Payment, if, on the date that the Borrower Representative delivers
to the Administrative Agent a certificate (a “Dividend Certification”) in form of Exhibit E attached
hereto certifying as to the items described in (A) and (B) below and attaching calculations for item (B) with respect to such Restricted
Payment:


 


		(A)	no Default has occurred and is continuing as of such
date; and



 


		(B)	the Borrowers shall have (1) (x) Excess Availability
calculated on a pro forma basis after giving effect to such Restricted Payment (as if such Restricted Payment was made on such
date) of not less than an amount equal to 12.5% of the Aggregate Revolving Commitment; provided that the satisfaction of
this clause (x) shall not be required with respect to the first two Restricted Payments that otherwise satisfy the Dividend Condition
(including clause (y) below) on or prior to October 31, 2018 and (y) a Fixed Charge Coverage Ratio, calculated on
a trailing twelve month basis (including any such Restricted Payment as a Fixed Charge), of greater than or equal to 1.25 to 1.00,
recomputed on a pro forma basis for the most recent fiscal month (as if such Restricted Payment was made during such period) for
which financial statements have been delivered to the Administrative Agent under the Loan Documents or (2) Excess
Availability calculated on a pro forma basis after giving effect to such Restricted Payment (as if such Restricted Payment was
made on such date) of not less than an amount equal to 20% of the Aggregate Revolving Commitment.



 


“Dividend
Certification” has the meaning specified therefor in the definition of Dividend Condition.


 


“Dividend
Reserve” means a reserve which the Administrative Agent from time to time establishes in an aggregate amount equal to
all Restricted Payments that are the subject of a Dividend Certification and that have not yet been actually made pursuant to Section
6.08(a)(iv) (such Dividend Reserve shall be released or reduced, as applicable, by the Administrative Agent substantially concurrently
with the actual making of each such Restricted Payment permitted by Section 6.08(a)(iv) by the amount of such Restricted
Payment).


 




    	 	11	 



     


    




 


“Document”
has the meaning assigned to such term in the Security Agreement.


 


“Dollar Equivalent”
of any amount means, at the time of determination thereof, (a) if such amount is expressed in U.S. Dollars, such amount and (b)
if such amount is denominated in any other currency, the equivalent of such amount in U.S. Dollars as determined by the Administrative
Agent using any method of determination it reasonably deems appropriate.


 


“Domestic
Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the U.S.


 


“Earn-Outs”
shall mean unsecured liabilities of the Company or any of its Subsidiaries arising under an agreement to make a deferred payment
as part of the purchase price for a Permitted Acquisition, including performance bonuses or consulting payments in any related
services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or
profits (or the like) of the target of such Permitted Acquisition. Earn-Outs shall be valued as the amount required to be recorded
as a liability on the financial statements of the Loan Parties in accordance with GAAP.


 


“EBITDA”
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in determining
Net Income for such period, the sum of (i) Interest Expense for such period, (ii) income tax expense for such period net of tax
refunds, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash
charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of an item
that was included in Net Income in a prior period and any non-cash charge that relates to the write-down or write-off of inventory),
(vi) costs, charges, losses and expenses to the extent covered by insurance under which the insurer has been properly notified
and has not denied or contested coverage, (vii) any fees, costs or expenses incurred during such period in connection with any
Permitted Acquisition that was not consummated, in an aggregate amount not to exceed $500,000 in any fiscal year of the Loan Parties
and not to exceed $2,000,000 during the term of this Agreement, (viii) the effect on earnings of any write-ups or write-downs of
inventory following the consummation of a Permitted Acquisition or other Acquisition permitted hereunder as a result of purchase
accounting, and (ix) fees, costs and expenses incurred during such period associated with facilities relocations, plant shutdowns
or the discontinuance of operations, in an aggregate amount not to exceed 10% of EBITDA (calculated without giving effect to this
clause (ix)) for such period, minus (b) without duplication and to the extent included in Net Income, (i) any cash
payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period and (ii) any
extraordinary gains and any non-cash items of income for such period, all calculated for the Company and its Subsidiaries on a
consolidated basis in accordance with GAAP. For the purposes of calculating EBITDA (including Net Income) for any period of twelve
consecutive months, if at any time during such period, any Loan Party or any of its Subsidiaries shall have consummated a Permitted
Acquisition or any other Acquisition permitted hereunder, EBITDA (including Net Income) for such period shall be calculated after
giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to such
Permitted Acquisition or other Acquisition permitted hereunder, are factually supportable, and are expected to have a continuing
impact, in each case determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended,
as interpreted by the SEC and as certified by a Financial Officer of the Borrowers) or in such other manner acceptable to Administrative
Agent in its Permitted Discretion as if such Permitted Acquisition or other Acquisition permitted hereunder or adjustment occurred
on the first day of such period.


 




    	 	12	 



     


    

 


“ECP”
means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


 


“EEA Financial
Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision of an
EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in
clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution
described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution
Authority” means any public administrative authority or any Person entrusted with public administrative authority of
any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with
Section 9.02).


 


“Electronic
Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record
and adopted by a Person with the intent to sign, authenticate or accept such contract or record.


 


“Electronic
System” means any electronic system, including e-mail, e-fax, web portal access for such Borrower, Intralinks®,
ClearPar®, Debt Domain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated
or hosted by the Administrative Agent or any Issuing Bank and any of its respective Related Parties or any other Person, providing
for access to data protected by passcodes or other security system.


 


“Eligible
Accounts” means, at any time, the Accounts of a Borrower which the Administrative Agent determines in its Permitted Discretion
are eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit. Without
limiting the Administrative Agent’s discretion provided herein, Eligible Accounts shall not include any Account of a Borrower:


 




    	 	13	 



     


    




 


(a)      
    which, other than a Permitted Encumbrance pursuant to clause (a) of such definition, is not subject
to a first priority perfected security interest in favor of the Administrative Agent;


 


(b)          which
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not
have priority over the Lien in favor of the Administrative Agent;


 


(c)          (i)
which is unpaid more than 120 days after the date of the original invoice therefor or more than 60 days after the original due
date therefor, or (ii) which has been written off the books of such Borrower or otherwise designated as uncollectible;


 


(d)          which
is owing by an Account Debtor for which more than 50% of the Accounts owing from such Account Debtor and its Affiliates are ineligible
hereunder;


 


(e)          which
is owing by an Account Debtor to the extent the aggregate Dollar Equivalent amount of Accounts owing from such Account Debtor and
its Affiliates to all Borrowers exceeds in the case of each Account Debtor, 25% of the aggregate Dollar Equivalent amount of Eligible
Accounts of all Borrowers (for the avoidance of doubt, only the amounts of Eligible Accounts in excess of such 25% shall be excluded
pursuant to this clause (e));


 


(f)     
     with respect to which any covenant, representation or warranty contained in this Agreement or
in the Security Agreement has been breached or is not true;


 


(g)          which
(i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) is not evidenced
by an invoice or other documentation satisfactory to the Administrative Agent which has been sent to the Account Debtor, (iii) represents
a progress billing, (iv) is contingent upon such Borrower’s completion of any further performance, (v) represents a sale
on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment, cash-on-delivery or any other repurchase or
return basis, (vi) relates to payments of interest, finance charges or late charges or (vii) represent credit card sales;


 


(h)          for
which the goods giving rise to such Account have not been shipped to the Account Debtor or for which the services giving rise to
such Account have not been performed by such Borrower or if such Account was invoiced more than once;


 


(i)      
    with respect to which any check or other instrument of payment has been returned uncollected for any
reason;


 


(j)      
    which is owed by an Account Debtor which has (i) applied for, suffered, or consented to the
appointment of any receiver, interim receiver, monitor, administrator, custodian, trustee, or liquidator of its assets, (ii)
had possession of all or a material part of its property taken by any receiver, interim receiver, monitor, administrator,
custodian, trustee or liquidator, (iii) filed, or had filed against it, any request or petition for liquidation,
reorganization, arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or involuntary case
under any state, provincial, territorial or federal bankruptcy laws (other than post-petition Accounts of an Account Debtor
that is a debtor-in-possession under the Bankruptcy Code and reasonably acceptable to the Administrative Agent), (iv)
admitted in writing its inability, or is generally unable to, pay its debts as they become due, (v) become insolvent, or (vi)
ceased operation of its business;


 




    	 	14	 



     


    




 


(k)          which
is owed by any Account Debtor which has sold all or substantially all of its assets;


 


(l)          which
is owed by an Account Debtor which (i) does not maintain its chief executive office in the U.S. or Canada or (ii) is not organized
under applicable law of the U.S., any state of the U.S., or the District of Columbia, Canada, or any province or territory of Canada
unless, in any such case, such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession
of, and is directly drawable by, the Administrative Agent; provided that, Accounts which are owed by an Account Debtor that
(i) is acceptable to the Administrative Agent in its Permitted Discretion and (ii) maintains its chief executive office (or the
equivalent in the applicable jurisdiction) and is organized under applicable law, in an Eligible Foreign Jurisdiction, shall not
be rendered ineligible under this clause (l), so long as the aggregate amount of all such Accounts owing from all such Account
Debtors and their Affiliates to all Borrowers does not exceed 10% of the aggregate Dollar Equivalent amount of all Eligible Accounts
of all Borrowers;


 


(m)         which
is owed in any currency other than U.S. Dollars or Canadian dollars;


 


(n)          which
is owed by (i) any government (or any department, agency, public corporation, or instrumentality thereof) of any country other
than the U.S. unless such Account is backed by a Letter of Credit acceptable to the Administrative Agent which is in the possession
of, and is directly drawable by, the Administrative Agent, or (ii) any government of the U.S., or any department, agency, public
corporation, or instrumentality thereof, unless the Federal Assignment of Claims Act of 1940, as amended (31 U.S.C. § 3727
et seq. and 41 U.S.C. § 15 et seq.), and any other steps necessary to perfect the Lien of the Administrative
Agent in such Account have been complied with to the Administrative Agent’s satisfaction, or (iii) any government of Canada,
or any province, territory, department, agency, public corporation, or instrumentality thereof unless the Financial Administration
Act (or similar applicable law of a province or territory of Canada), and any other steps necessary to perfect the Lien of
the Administrative Agent in such Account have been complied with to the Administrative Agent’s satisfaction;


 


(o)          which
is owed by any Affiliate of any Loan Party or any employee, officer, director, agent or stockholder of any Loan Party or any of
its Affiliates;


 


(p)          which,
for any Account Debtor, exceeds a credit limit reasonably determined in good faith by the Administrative Agent, to the extent of
such excess;


 


(q)          which
is owed by an Account Debtor or any Affiliate of such Account Debtor to which any Loan Party is indebted, but only to the extent
of such indebtedness, or is subject to any security, deposit, progress payment, retainage or other similar advance made by or for
the benefit of an Account Debtor, in each case to the extent thereof;


 


(r)          
which is subject to any counterclaim, deduction, defense, setoff or dispute but only to the extent of any such counterclaim,
deduction, defense, setoff or dispute;


 




    	 	15	 



     


    




 


(s)         
which is evidenced by any promissory note, chattel paper or instrument;


 


(t)          
which is owed by an Account Debtor (i) located in any jurisdiction which requires filing of a “Notice of Business
Activities Report” or other similar report in order to permit such Borrower to seek judicial enforcement in such
jurisdiction of payment of such Account, unless such Borrower has filed such report or qualified to do business in such
jurisdiction or (ii) which is a Sanctioned Person;


 


(u)         
with respect to which such Borrower has made any agreement with the Account Debtor for any reduction thereof, other than
discounts and adjustments given in the ordinary course of business but only to the extent of any such reduction, or any
Account which was partially paid and such Borrower created a new receivable for the unpaid portion of such Account;


 


(v)         
which does not comply in all material respects with the requirements of all applicable laws and regulations, whether Federal,
state, provincial, territorial or local, including without limitation the Federal Consumer Credit Protection Act, the Federal
Truth in Lending Act and Regulation Z of the Board;


 


(w)          which
is for goods that have been sold under a purchase order or pursuant to the terms of a contract or other agreement or understanding
(written or oral) that indicates or purports that any Person other than such Borrower has or has had an ownership interest in such
goods, or which indicates any party other than such Borrower as payee or remittance party;


 


(x)          which
was created on cash on delivery terms;


 


(y)          unless
otherwise waived by the Administrative Agent in its sole discretion, Accounts owned or generated by a target or business acquired
in connection with a Permitted Acquisition until the completion of an appraisal and field examination with respect to such target
or business, in each case, reasonably satisfactory to the Administrative Agent; or


 


(z)          which
the Administrative Agent determines may not be paid by reason of the Account Debtor’s inability to pay or which the Administrative
Agent otherwise determines is unacceptable in its Permitted Discretion.


 


In the event that an
Account of a Borrower which was previously an Eligible Account ceases to be an Eligible Account hereunder, such Borrower or the
Borrower Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent
of the next Borrowing Base Certificate. In determining the Dollar Equivalent amount of an Eligible Account of a Borrower, the face
Dollar Equivalent amount of an Account may, in the Administrative Agent’s Permitted Discretion, be reduced by, without duplication,
to the extent not reflected in such face Dollar Equivalent amount, (i) the Dollar Equivalent amount of all accrued and actual discounts,
claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including
any Dollar Equivalent amount that such Borrower may be obligated to rebate to an Account Debtor pursuant to the terms of any agreement
or understanding (written or oral)) and (ii) the aggregate Dollar Equivalent amount of all cash received in respect of such Account
but not yet applied by such Borrower to reduce the Dollar Equivalent amount of such Account.


 




    	 	16	 



     


    




 


“Eligible
Foreign Jurisdiction” means Japan, South Korea, Australia, and any other country, region or territory as determined by
the Administrative Agent, in its Permitted Discretion; provided that a Sanctioned Country shall at no time be considered
an Eligible Foreign Jurisdiction.


 


“Eligible
Inventory” means, at any time, the Inventory of a Borrower which the Administrative Agent determines in its Permitted
Discretion is eligible as the basis for the extension of Revolving Loans and Swingline Loans and the issuance of Letters of Credit.
Without limiting the Administrative Agent’s discretion provided herein, Eligible Inventory of a Borrower shall not include
any Inventory:


 


(a)          which,
other than a Permitted Encumbrance pursuant to clause (a) or (b) of such definition, is not subject to a first priority perfected
Lien in favor of the Administrative Agent;


 


(b)          which
is subject to any Lien other than (i) a Lien in favor of the Administrative Agent and (ii) a Permitted Encumbrance which does not
have priority over the Lien in favor of the Administrative Agent;


 


(c)          which
is, in the Administrative Agent’s reasonable opinion, slow moving, obsolete, unmerchantable, defective, used, unfit for sale,
not salable at prices approximating at least the cost of such Inventory in the ordinary course of business or unacceptable due
to age, type, category and/or quantity;


 


(d)          with
respect to which any covenant, representation or warranty contained in this Agreement or in the Security Agreement has been breached
or is not true and which does not conform to all standards imposed by any Governmental Authority or is prohibited from being freely
sold by any Governmental Authority;


 


(e)          in
which any Person other than such Borrower shall (i) have any direct or indirect ownership, interest or title or (ii) be indicated
on any purchase order or invoice with respect to such Inventory as having or purporting to have an interest therein;


 


(f)          which
is not finished goods or raw materials, or which constitutes work-in-process, spare or replacement parts, subassemblies, packaging
and shipping material, manufacturing supplies, samples, prototypes, displays or display items, bill-and-hold or ship-in-place goods,
goods that are returned or marked for return, repossessed goods, defective or damaged goods, goods held on consignment, or goods
which are not of a type held for sale in the ordinary course of business; provided that, Inventory owned by Sierra constituting
work-in-process with respect to SSB bullets shall not be rendered ineligible under this clause (f), so long as the aggregate Availability
generated by all such Inventory does not exceed $3,000,000 at any time;


 


(g)          which
is not located in the U.S.; provided that Inventory in transit from vendors and suppliers of any Borrower may be included as Eligible
Inventory despite the foregoing provision of this clause (g) so long as:


 




    	 	17	 



     


    




 


(i) the Administrative
Agent shall have received (1) a true and correct copy of the bill of lading and other shipping documents for such Inventory and
(2) evidence of satisfactory casualty insurance naming the Administrative Agent as lender loss payee and otherwise covering such
risks as the Administrative Agent may reasonably request,


 


(ii) if the bill
of lading is non-negotiable, the inventory must be in transit within the U.S., and the Administrative Agent shall have received,
if requested, a duly executed Collateral Access Agreement, in form and substance satisfactory to the Administrative Agent, from
the applicable customs broker, freight forwarder or carrier for such Inventory,


 


(iii) if the
bill of lading is negotiable, the inventory must be in transit from outside the U.S. to a location within the U.S., and the Administrative
Agent shall have received (1) confirmation that the bill is issued in the name of such Borrower and consigned to the order of the
Administrative Agent, and an acceptable agreement has been executed with such Borrower’s customs broker, in which the customs
broker agrees that it holds the negotiable bill as agent for the Administrative Agent and has granted the Administrative Agent
access to the Inventory, and (2) an estimate from such Borrower of the customs duties and customs fees associated with the Inventory
in order to establish an appropriate Reserve against the Borrowing Base,


 


(iv) the common
carrier is not an Affiliate of the applicable vendor or supplier,


 


(v) the customs
broker is not an Affiliate of any Loan Party, and


 


(vi) the Availability
generated by all such Inventory, does not exceed an amount equal to 10% of the Aggregate Revolving Commitment at any time;


 


(h)          which
is located in any location leased by such Borrower unless (A) (i) the lessor has delivered to the Administrative Agent a Collateral
Access Agreement or (ii) a Reserve for rent, charges and other Dollar Equivalent amounts due or to become due with respect to the
lease of such facility for up to three months (plus any past due amounts) has been established by the Administrative Agent in its
Permitted Discretion and (B) at least $250,000 of Inventory of the Borrowers is located at such location;


 


(i)          which
is located in any third party warehouse or is in the possession of a bailee (other than a third party processor) and is not evidenced
by a Document (other than bills of lading to the extent permitted pursuant to clause (g) above), unless (i) such warehouseman or
bailee has delivered to the Administrative Agent a Collateral Access Agreement and such other documentation as the Administrative
Agent may reasonably require or (ii) an appropriate Reserve has been established by the Administrative Agent in its Permitted Discretion;


 


(j)          which
is being processed offsite at a third party location or outside processor, is located at an employee’s residence, or is in-transit
to or from such third party location, employee’s residence or outside processor;


 




    	 	18	 



     


    




 


(k)          which
is a discontinued product or component thereof;


 


(l)          
which is the subject of a consignment by such Borrower as consignor;


 


(m)         which
is perishable;


 


(n)          which
contains or bears any intellectual property rights licensed to such Borrower unless the Administrative Agent is reasonably satisfied
that it may sell or otherwise dispose of such Inventory without (i) infringing the rights of such licensor, (ii) violating any
contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred
pursuant to sale of such Inventory under the current licensing agreement;


 


(o)          which
is not reflected in a current perpetual inventory report of such Borrower (unless such Inventory is reflected in a report to the
Administrative Agent as “in transit” Inventory);


 


(p)          for
which reclamation rights have been asserted by the seller;


 


(q)          which
has been acquired from a Sanctioned Person;


 


(r)          unless
otherwise waived by the Administrative Agent in its sole discretion, Inventory owned or generated by a target or business acquired
in connection with a Permitted Acquisition until the completion of an appraisal and field examination with respect to such target
or business, in each case, reasonably satisfactory to the Administrative Agent; or


 


(s)          which
the Administrative Agent otherwise determines is unacceptable in its Permitted Discretion.


 


In the event that Inventory
of a Borrower which was previously Eligible Inventory ceases to be Eligible Inventory hereunder, such Borrower or the Borrower
Representative shall notify the Administrative Agent thereof on and at the time of submission to the Administrative Agent of the
next Borrowing Base Certificate.


 


“Environmental
Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation
or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety
matters.


 


“Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), directly or indirectly resulting from or based upon (a) any violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials,
(c) any exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.


 




    	 	19	 



     


    




 


“Equipment”
has the meaning assigned to such term in the Security Agreement.


 


“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests
in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof
to purchase or acquire any of the foregoing.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with a Borrower, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated
as a single employer under Section 414 of the Code.


 


“ERISA Event”
means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder,
with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure to satisfy the
“minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Borrower or any ERISA Affiliate
of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any Borrower
or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans
or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any ERISA Affiliate of any liability with
respect to the withdrawal or partial withdrawal of any Borrower or any ERISA Affiliate from any Plan or Multiemployer Plan; or
(g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Borrower
or any ERISA Affiliate of any notice, concerning the imposition upon any Borrower or any ERISA Affiliate of Withdrawal Liability
or a determination that a Multiemployer Plan is, or is expected to be, insolvent, in critical status or in reorganization, within
the meaning of Title IV of ERISA.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
Person), as in effect from time to time.


 


“Eurodollar”,
when used in reference to any Loan or Borrowing (other than a CBFR Loan or Borrowing), refers to whether such Loan, or the Loans
comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate.


 


“Event of
Default” has the meaning assigned to such term in Article VII.


 


“Excess Availability”
shall mean Availability minus the aggregate amount of all outstanding trade payables of the Loan Parties which have been unpaid
for more than 30 days after the due date therefor (other than trade payables being contested or disputed by any Loan Party in good
faith), as determined by the Administrative Agent in its Permitted Discretion.


 




    	 	20	 



     


    




 


“Excluded
Swap Obligation” means, with respect to any Loan Guarantor, any Swap Obligation if, and to the extent that, all or a
portion of the Guarantee of such Loan Guarantor of, or the grant by such Loan Guarantor of a security interest to secure, such
Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order
of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan
Guarantor’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Guarantor or the grant of
such security interest becomes or would become effective with respect to such Swap Obligation. If a Swap Obligation arises under
a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is
attributable to swaps for which such Guarantee or security interest is or becomes illegal.


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal
office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. Federal withholding Taxes imposed
on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Revolving
Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit
or Revolving Commitment (other than pursuant to an assignment request by the Borrowers under Section 2.19(b)) or (ii) such Lender
changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes
were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan,
Letter of Credit or Revolving Commitment or to such Lender immediately before it changed its lending office; (c) Taxes attributable
to such Recipient’s failure to comply with Section 2.17(f); and (d) any U.S. Federal withholding Taxes imposed under FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code.


 


“Federal Funds
Effective Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions
by depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time)
and published on the next succeeding Business Day by the NYFRB as the effective federal funds rate, provided that, if the Federal
Funds Effective Rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.


 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System of the United States of America.


 




    	 	21	 



     


    

 


“Financial
Officer” means the chief financial officer, principal accounting officer, treasurer or controller of a Borrower.


 


“Fixed Charge
Coverage Ratio” means, for any period, the ratio of (a) EBITDA minus Unfinanced Capital Expenditures to
(b) Fixed Charges, all calculated for such period for the Company and its Subsidiaries on a consolidated basis in accordance with
GAAP.


 


“Fixed Charges”
means, for any period, without duplication, cash Interest Expense, plus prepayments and scheduled principal payments
on Indebtedness actually made (other than on account of the Obligations), plus expenses for taxes paid in cash, plus
Restricted Payments (other than the 2018 Shareholder Redemption) paid in cash, plus Capital Lease Obligation payments,
plus cash contributions to any Plan, all calculated for the Company and its Subsidiaries on a consolidated basis
in accordance with GAAP, plus the amount of any actual monthly reductions to clause (d) of the definition of Borrowing
Base for such period.


 


“Flood Laws”
has the meaning assigned to such term in Section 8.10.


 


“Foreign Lender”
means (a) if a Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person, and (b) if a Borrower
is not a U.S. Person, a Lender, with respect to such Borrower, that is resident or organized under the laws of a jurisdiction other
than that in which such Borrower is resident for tax purposes.


 


“Foreign Subsidiary”
means any Subsidiary which is not a Domestic Subsidiary.


 


“Funding
Account” has the meaning assigned to such term in Section 4.01(h).


 


“GAAP”
means generally accepted accounting principles in the U.S.


 


“Governmental
Authority” means the government of the U.S., any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Guarantee”
of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing
or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”)
in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to
advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities
or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to
maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of
credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of business.


 


“Guaranteed
Obligations” has the meaning assigned to such term in Section 10.01.


 




    	 	22	 



     


    




 


“Hazardous
Materials” means: (a) any substance, material, or waste that is included within the definitions of “hazardous substances,”
“hazardous materials,” “hazardous waste,” “toxic substances,” “toxic materials,”
“toxic waste,” or words of similar import in any Environmental Law; (b) those substances listed as hazardous substances
by the United States Department of Transportation (or any successor agency) (49 C.F.R. 172.101 and amendments thereto) or by the
Environmental Protection Agency (or any successor agency) (40 C.F.R. Part 302 and amendments thereto); and (c) any substance, material,
or waste that is petroleum, petroleum-related, or a petroleum by-product, asbestos or asbestos-containing material, polychlorinated
biphenyls, flammable, explosive, radioactive, Freon gas, radon, or a pesticide, herbicide, or any other agricultural chemical.


 


“Impacted
Interest Period” has the meaning assigned to such term in the definition of “LIBO Rate”.


 


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits
or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations
of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in
the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether
or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party
in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect
of bankers’ acceptances, (k) obligations under any earn-out (which for all purposes of this Agreement shall be valued at
the maximum potential amount payable with respect to such earn-out), (l) any other Off-Balance Sheet Liability and (m) obligations,
whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions
and modifications thereof and substitutions therefor), under (i) any and all Swap Agreements, and (ii) any and all cancellations,
buy backs, reversals, terminations or assignments of any Swap Agreement transaction. The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the
extent the terms of such Indebtedness provide that such Person is not liable therefor.


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on account of
any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in the foregoing clause
(a) hereof, Other Taxes.


 


“Indemnitee”
has the meaning assigned to such term in Section 9.03(b).


 


“Ineligible
Institution” has the meaning assigned to such term in Section 9.04(b).


 




    	 	23	 



     


    




 


“Information”
has the meaning assigned to such term in Section 9.12.


 


“Initial
TM Availability Date” has the meaning assigned to such term in the definition of “Borrowing Base”.


 


“Initial
Trademark Appraisal” has the meaning assigned to such term in the definition of “Borrowing Base”.


 


“Intellectual
Property” has the meaning assigned to such term in the Security Agreement.


 


“Interest
Election Request” means a request by the Borrower Representative to convert or continue a Borrowing in accordance with
Section 2.08.


 


“Interest
Expense” means, for any period, total interest expense (including that attributable to Capital Lease Obligations) of
the Company and its Subsidiaries for such period with respect to all outstanding Indebtedness of the Company and its Subsidiaries
(including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances
and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance
with GAAP), calculated on a consolidated basis for the Company and its Subsidiaries for such period in accordance with GAAP.


 


“Interest
Payment Date” means (a) with respect to any CBFR Loan (other than a Swingline Loan), the first Business Day of each
calendar month and the Maturity Date, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable
to the Borrowing of which such Loan is a part (and, in the case of a Eurodollar Borrowing with an Interest Period of more than
three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’
duration after the first day of such Interest Period), and the Maturity Date.


 


“Interest
Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing
and ending on the numerically corresponding day in the calendar month that is one, two, three or six months thereafter, as
the Borrower Representative may elect; provided, that (i) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless, such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest
Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest
Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case
of a Revolving Borrowing, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum (rounded to the same number of decimal places as
the LIBO Screen Rate) determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest
error) to be equal to the rate that results from interpolating on a linear basis between: (a) the LIBO Screen Rate for the longest
period (for which the LIBO Screen Rate is available) that is shorter than the Impacted Interest Period and (b) the LIBO Screen
Rate for the shortest period (for which the LIBO Screen Rate is available) that exceeds the Impacted Interest Period, in each case,
at such time; provided, that if any Interpolated rate shall be less than zero, such rate shall be deemed to be zero for
purposes of this Agreement.


 




    	 	24	 



     


    




 


“Inventory”
has the meaning assigned to such term in the Security Agreement.


 


“IRS”
means the United States Internal Revenue Service.


 


“Issuing Bank”
means JPMCB, in its capacity as the issuer of Letters of Credit hereunder. Any Issuing Bank may, in its discretion, arrange for
one or more Letters of Credit to be issued by its Affiliates, in which case the term “Issuing Bank” shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate (it being agreed that such Issuing Bank shall, or shall
cause such Affiliate to, comply with the requirements of Section 2.06 with respect to such Letters of Credit). At any time there
is more than one Issuing Bank, all singular references to the Issuing Bank shall mean any Issuing Bank, either Issuing Bank, each
Issuing Bank, the Issuing Bank that has issued the applicable Letter of Credit, or both (or all) Issuing Banks, as the context
may require.


 


“Joinder Agreement”
means a Joinder Agreement in substantially the form of Exhibit D.


 


“JPMCB”
means JPMorgan Chase Bank, N.A., a national banking association, in its individual capacity, and its successors.


 


“LC Collateral
Account” has the meaning assigned to such term in Section 2.06(j).


 


“LC Disbursement”
means any payment made by an Issuing Bank pursuant to a Letter of Credit.


 


“LC Exposure”
means, at any time, the sum of the Commercial LC Exposure and the Standby LC Exposure at such time. The LC Exposure of any Revolving
Lender at any time shall be its Applicable Percentage of the aggregate LC Exposure at such time.


 


“Lease Financing”
means (i) a lease of specific Equipment as defined in Article 2-A of the UCC, and (ii) a secured financing transaction secured
by specific Equipment, whether that transaction is called a lease or a loan, entered into by any Loan Party or its Subsidiaries
with JPMCB or any of its Affiliates (in this context, the “Lessor”).


 


“Lease Deficiency
Obligation” means after default, repossession and disposition of the Equipment which is the subject of or which secures
a Lease Financing, the amount, if any, by which (i) any and all obligations of the Loan Parties or their Subsidiaries to a Lessor,
arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor) in connection
with a specific Lease Financing, exceeds (ii) the Net Proceeds realized by the Lessor upon the disposition of the Equipment which
is the subject of or which secures the specific Lease Financing.


 




    	 	25	 



     


    




 


“Lenders”
means the Persons listed on the Commitment Schedule and any other Person that shall have become a Lender hereunder pursuant
to Section 2.09 or an Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an
Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender
and the Issuing Bank.


 


“Letters of
Credit” means the letters of credit issued pursuant to this Agreement, and the term “Letter of Credit”
means any one of them or each of them singularly, as the context may require.


 


“LIBO Rate”
means, with respect to any Eurodollar Borrowing for any applicable Interest Period or for any CBFR Borrowing, LIBO Screen Rate
at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period; provided
that, if the LIBO Screen Rate shall not be available at such time for such Interest Period (an “Impacted Interest Period”),
then the LIBO Rate shall be the Interpolated Rate, subject to Section 2.14 in the event that the Administrative Agent shall conclude
that it shall not be possible to determine such Interpolated Rate (which conclusion shall be conclusive and binding absent manifest
error).Notwithstanding the above, to the extent that “LIBO Rate” or “Adjusted LIBO Rate” is used in connection
with a CBFR Borrowing, such rate shall be determined as modified by the definition of Adjusted One Month LIBOR Rate.


 


“LIBO Screen
Rate” means, for any day and time, with respect to any Eurodollar Borrowing for any Interest Period or for any CBFR Borrowing,
the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration
of such rate for U.S. Dollars) for a period equal in length to such Interest Period as displayed on such day and time on pages
LIBOR01 or LIBOR02 of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page
or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other
information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion);
provided that if the LIBO Screen Rate as so determined would be less than zero, such rate shall be deemed to zero for the purposes
of this Agreement.


 


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security
interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease
or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect
to such securities.


 


“Loan Documents”
means, collectively, this Agreement, any promissory notes issued pursuant to this Agreement, any Letter of Credit applications,
the Collateral Documents, the Loan Guaranty, and all other agreements, instruments, documents and certificates identified in Section
4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lender and including all other pledges, powers
of attorney, consents, assignments, contracts, notices, letter of credit agreements, letter of credit applications and any agreements
between the Borrower Representative and the Issuing Bank regarding the respective rights and obligations between any Borrower and
the Issuing Bank in connection with the issuance of Letters of Credit, and all other written matter whether heretofore, now or
hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent
or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any
other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements,
supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect
at any and all times such reference becomes operative.


 




    	 	26	 



     


    




 


“Loan Guarantor”
means each Loan Party.


 


“Loan Guaranty”
means Article X of this Agreement.


 


“Loan Parties”
means, collectively, the Borrowers, the Borrowers’ Domestic Subsidiaries party hereto on the Effective Date, and any other
Person who becomes a party to this Agreement pursuant to a Joinder Agreement and their respective successors and assigns, and the
term “Loan Party” shall mean any one of them or all of them individually, as the context may require.


 


“Loans”
means the loans and advances made by the Lenders pursuant to this Agreement, including Swingline Loans, Overadvances and Protective
Advances.


 


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition,
financial or otherwise, of (i) the Company and its Subsidiaries taken as a whole or (ii) the Loan Parties taken as a whole, (b) the
ability of any Loan Party to perform any of its obligations under the Loan Documents to which it is a party, (c) the Collateral,
or the Administrative Agent’s Liens (on behalf of itself and other Secured Parties) on the Collateral or the priority of
such Liens, or (d) the rights of or benefits available to the Administrative Agent, the Issuing Bank or the Lenders under
any of the Loan Documents.


 


“Material
Indebtedness” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more
Swap Agreements, of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $1,000,000.
For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Company or any
Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements)
that the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


 


“Maturity
Date” means June 27, 2022 or any earlier date on which the Revolving Commitments are reduced to zero or otherwise terminated
pursuant to the terms hereof.


 


“Maximum Rate”
has the meaning assigned to such term in Section 9.17.


 


“Moody’s”
means Moody’s Investors Service, Inc.


 


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 




    	 	27	 



     


    




 


“Net Income”
means, for any period, the consolidated net income (or loss) of the Company and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior
to the date it becomes a Subsidiary or is merged into or consolidated with the Company or any of its Subsidiaries, (b) the income
(or deficit) of any Person (other than a Subsidiary) in which the Company or any of its Subsidiaries has an ownership interest,
except to the extent that any such income is actually received by the Company or such Subsidiary in the form of dividends or similar
distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or
similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under
any Loan Document) or Requirement of Law applicable to such Subsidiary.


 


“Net Orderly
Liquidation Value” means, with respect to Inventory (or any category thereof) of any Person or the Black Diamond Trademark,
the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable
to the Administrative Agent, net of all costs of liquidation thereof.


 


“Net Proceeds”
means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received
in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a
note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but
only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation
or similar event, condemnation awards and similar payments, minus (b) the sum of (i) all reasonable fees and out-of-pocket
expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer
or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar
proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans)
secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the amount of all taxes
paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent liabilities reasonably
estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly
attributable to such event (as determined reasonably and in good faith by a Financial Officer of the Borrower Representative).


 


“Non-Consenting
Lender” has the meaning assigned to such term in Section 9.02(d).


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“NYFRB Rate”
means, for any day, the greater of (a) the Federal Funds Effective Rate in effect on such day and (b) the Overnight Bank Funding
Rate in effect on such day(or for any day that is not a Business Day, for the immediately preceding Business Day); provided that
if none of such rates are published for any day that is a Business Day, the term “NYFRB Rate” means the rate for a
federal funds transaction quoted at 11:00 a.m. on such day received by the Administrative Agent from a federal funds broker of
recognized standing selected by it; provided, further, that if any of the aforesaid rates as so determined would be less than zero,
such rate shall be deemed to be zero for purposes of this Agreement.


 




    	 	28	 



     


    

 


“Obligated
Party” has the meaning assigned to such term in Section 10.02.


 


“Obligations”
means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all
expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
obligations and liabilities of any of the Loan Parties to any of the Lenders, the Administrative Agent, the Issuing Bank or any
indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint
or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract,
operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or in respect of any
of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time
evidencing any thereof.


 


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Off-Balance
Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts
or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease”
transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction
which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance
sheet of such Person (other than operating leases).


 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Taxes (other than a connection arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to, or enforced, any Loan Document, or sold or assigned an interest in any Loan, Letter of Credit
or any Loan Document).


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.19).


 


“Overadvance”
has the meaning assigned to such term in Section 2.05(b).


 


“Overnight
Bank Funding Rate” means, for any day, the rate comprised of both overnight federal funds and overnight Eurodollar borrowings
by U.S.-managed banking offices of depository institutions (as such composite rate shall be determined by the NYFRB as set forth
on its public website from time to time) and published on the next succeeding Business Day by the NYFRB as an overnight bank funding
rate.


 




    	 	29	 



     


    




 


“Paid in Full”
or “Payment in Full” means, (i) the indefeasible payment in full in cash of all outstanding Loans and LC Disbursements,
together with accrued and unpaid interest thereon, (ii) the termination, expiration, or cancellation and return of all outstanding
Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of
a cash deposit, or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative
Agent and the Issuing Bank, in an amount equal to 105% of the LC Exposure as of the date of such payment), (iii) the indefeasible
payment in full in cash of the accrued and unpaid fees, (iv) the indefeasible payment in full in cash of all reimbursable expenses
and other Secured Obligations (other than Unliquidated Obligations for which no claim has been made and other obligations expressly
stated to survive such payment and termination of this Agreement), together with accrued and unpaid interest thereon, (v) the termination
of all Revolving Commitments, and (vi) the termination of the Swap Agreement Obligations and the Banking Services Obligations.


 


“Parent”
means, with respect to any Lender, any Person as to which such Lender is, directly or indirectly, a subsidiary.


 


“Participant”
has the meaning assigned to such term in Section 9.04(c).


 


“Participant
Register” has the meaning assigned to such term in Section 9.04(c).


 


“Payment Condition”
shall be deemed to be satisfied in connection with a Restricted Payment, Investment or payment of Indebtedness if:


 


		(A)	no Default has occurred and is continuing or would result
immediately after giving effect to such Restricted Payment, Investment or payment of Indebtedness;



 


		(B)	immediately after giving effect to such Restricted Payment,
Investment or payment of Indebtedness, the Borrowers shall have (1) (x) Excess Availability calculated on a pro forma basis after
giving effect to such Restricted Payment, Investment or payment of Indebtedness of not less than an amount equal to 15% of the
Aggregate Revolving Commitment, and (y) a Fixed Charge Coverage Ratio, calculated on a trailing twelve month basis
(including any such Restricted Payment or payment of Indebtedness as a Fixed Charge), of greater than or equal to 1.25 to 1.00,
recomputed on a pro forma basis for the most recent fiscal month for which financial statements have been delivered to the Administrative
Agent under the Loan Documents or (2) Excess Availability calculated on a pro forma basis after giving effect to
such Restricted Payment, Investment or payment of Indebtedness of not less than an amount equal to 20% of the Aggregate Revolving
Commitment; and



 


		(C)	the Borrower Representative shall have delivered to the
Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying as to
the items described in (A) and (B) above and attaching calculations for item (B).



 


“PBGC”
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.


 




    	 	30	 



     


    




 


“Permitted
Acquisition” means any Acquisition by any Loan Party in a transaction that satisfies each of the following requirements:


 


(a)          such
Acquisition is not a hostile or contested acquisition;


 


(b)          the
business acquired in connection with such Acquisition is (i) located in the U.S., (ii) organized under applicable U.S. and state
laws, and (iii) not engaged, directly or indirectly, in any line of business other than the (I) businesses in which the Loan Parties
are engaged on the Effective Date, (II) businesses that are reasonably similar, ancillary, or complementary thereto or a line of
business that is a reasonable extension, development or expansion thereof, in each case, solely with respect to the businesses
that Black Diamond is engaged on the Effective Date, and (III) businesses otherwise approved by the Administrative Agent in its
sole discretion;


 


(c)          both
before and after giving effect to such Acquisition and the Loans (if any) requested to be made in connection therewith, each of
the representations and warranties in the Loan Documents is true and correct (except any such representation or warranty which
relates to a specified prior date) and no Default exists or would result therefrom;


 


(d)          as
soon as available, but not less than fifteen (15) days prior to such Acquisition (or such shorter time as the Administrative Agent
may agree in its sole discretion), the Borrower Representative has provided the Administrative Agent (i) notice of such Acquisition
and (ii) a copy of all business and financial information reasonably requested by the Administrative Agent including pro forma
financial statements, statements of cash flow, and Availability projections;


 


(e)          if
the Accounts and Inventory acquired in connection with such Acquisition are proposed to be included in the determination of the
Borrowing Base, unless otherwise waived by the Administrative Agent in its sole discretion, the Administrative Agent shall have
conducted an audit and field examination of such Accounts and Inventory, the results of which shall be satisfactory to the Administrative
Agent;


 


(f)          the
total consideration (including the maximum potential total amount of all deferred payment obligations (including earn-outs) and
Indebtedness assumed or incurred (i) in connection with any single Acquisition shall not exceed $25,000,000 and (ii) for all Acquisitions
made during the term of this Agreement shall not exceed $75,000,000;


 


(g)          if
such Acquisition is an acquisition of the Equity Interests of a Person, such Acquisition is structured so that the acquired Person
shall become a wholly-owned Subsidiary of a Loan Party pursuant to the terms of this Agreement;


 


(h)          if
such Acquisition is an acquisition of assets, such Acquisition is structured so that a Borrower shall acquire such assets;


 


(i)          if
such Acquisition is an acquisition of Equity Interests, such Acquisition will not result in any violation of Regulation U;


 




    	 	31	 



     


    

 


(j)          if
such Acquisition involves a merger or a consolidation involving a Borrower or any other Loan Party, such Borrower or such Loan
Party, as applicable, shall be the surviving entity;


 


(k)          no
Loan Party shall, as a result of or in connection with any such Acquisition, assume or incur any direct or contingent liabilities
(whether relating to environmental, tax, litigation, or other matters) that could reasonably be expected to have a Material Adverse
Effect;


 


(l)          unless
the Administrative Agent and the Lenders in their sole discretion consent otherwise, in connection with an Acquisition of the Equity
Interests of any Person, all Liens on property of such Person shall be terminated, and in connection with an Acquisition of the
assets of any Person, all Liens on such assets shall be terminated (except, in each instance, for Liens permitted under Section
6.02);


 


(m)          [Intentionally
Omitted];


 


(n)          the
Borrower Representative shall certify to the Administrative Agent and the Lenders (and provide the Administrative Agent and the
Lenders with a pro forma calculation in form and substance reasonably satisfactory to the Administrative Agent and the Lenders)
that, after giving effect to the completion of such Acquisition (and the payment of all consideration in connection therewith),
either (A) (i) Excess Availability is greater than or equal to an amount equal to 15% of the Aggregate Revolving Commitment, and
(ii) the Fixed Charge Coverage Ratio, calculated on a trailing twelve month basis, is greater than or equal to 1.25 to 1.00, recomputed
on a pro forma basis for the most recent fiscal month for which financial statements have been delivered to Administrative Agent
under the Loan Documents or (B) Excess Availability is greater than or equal to an amount equal to 20% of the Aggregate Revolving
Commitment;


 


(o)          all
actions required to be taken with respect to any newly acquired or formed Subsidiary of a Borrower or a Loan Party, as applicable,
required under Section 5.14 shall have been taken, provided, that the Administrative Agent may grant additional time to satisfy
such actions in its sole discretion; and


 


(p)          the
Borrower Representative shall have delivered to the Administrative Agent (i) the substantially final form documentation relating
to such Acquisition within 2 days (or such shorter time as the Administrative Agent may agree in its sole discretion) prior to
the consummation thereof, and (ii) the final executed material documentation relating to such Acquisition within 3 days following
the consummation thereof.


 


“Permitted
Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a secured
asset-based lender) business judgment.


 


“Permitted
Encumbrances” means:


 


(a)          Liens
imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;


 




    	 	32	 



     


    




 


(b)          carriers’,
landlord’s, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by
law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or
are being contested in compliance with Section 5.04;


 


(c)          pledges
and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and
other social security laws or regulations;


 


(d)          deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and
other obligations of a like nature, in each case in the ordinary course of business;


 


(e)          judgment
Liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII; and


 


(f)          easements,
zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of
business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere
with the ordinary conduct of business of any Borrower or any Subsidiary;


 


provided that the term “Permitted
Encumbrances” shall not include any Lien securing Indebtedness, except with respect to clause (e) above.


 


“Permitted
Investments” means:


 


(a)          direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the U.S. (or by any agency
thereof to the extent such obligations are backed by the full faith and credit of the U.S.), in each case maturing within one year
from the date of acquisition thereof;


 


(b)          investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the
highest credit rating obtainable from S&P or from Moody’s;


 


(c)          investments
in certificates of deposit, bankers’ acceptances and time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the U.S. or any State thereof which has a combined capital and surplus and undivided
profits of not less than $500,000,000;


 


(d)          fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and
entered into with a financial institution satisfying the criteria described in clause (c) above; and


 


(e)          money
market funds that (i) comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company
Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.


 




    	 	33	 



     


    

 


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


 


“Plan”
means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or,
if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5)
of ERISA.


 


“Platform”
means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.


 


“Prepayment
Event” means:


 


(a)          any
sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan
Party or any Subsidiary, other than dispositions described in Section 6.05(a); or


 


(b)          any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any
property or asset of any Loan Party or any Subsidiary; or


 


(c)          the
issuance by the Company of any Equity Interests, or the receipt by the Company of any capital contribution; or


 


(d)          the
incurrence by any Loan Party or any Subsidiary of any Indebtedness, other than Indebtedness permitted under Section 6.01.


 


“Prime Rate”
means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street
Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve
Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer
quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal
Reserve Board (as determined by the Administrative Agent). Each change in the Prime Rate shall be effective from and including
the date such change is publicly announced or quoted as being effective.


 


“Projections”
has the meaning assigned to such term in Section 5.01(f).


 


“Protective
Advance” has the meaning assigned to such term in Section 2.04.


 


“Qualified
ECP Guarantor” means, in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000
at the time the relevant Loan Guaranty or grant of the relevant security interest becomes or would become effective with respect
to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity
Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant”
at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 




    	 	34	 



     


    




 


“Recipient”
means, as applicable, (a) the Administrative Agent, (b) any Lender and (c) any Issuing Bank, or any combination thereof (as the
context requires).


 


“Refinance
Indebtedness” has the meaning assigned to such term in Section 6.01(f).


 


“Register”
has the meaning assigned to such term in Section 9.04(b).


 


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, members,
trustees, employees, agents, administrators, managers, representatives and advisors of such Person and such Person’s Affiliates.


 


“Release”
means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, migrating,
disposing or dumping of any substance into the environment.


 


“Report”
means reports prepared by the Administrative Agent or another Person showing the results of appraisals, field examinations or audits
pertaining to the assets of the Loan Parties from information furnished by or on behalf of the Borrowers, after the Administrative
Agent has exercised its rights of inspection pursuant to this Agreement, which Reports may be distributed to the Lenders by the
Administrative Agent.


 


“Required
Lenders” means, at any time, Lenders (other than Defaulting Lenders) having Revolving Exposures and unused Revolving
Commitments representing more than 51% of the sum of the Aggregate Revolving Exposure and unused Revolving Commitments at such
time.


 


“Requirement
of Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation
and bylaws or other organizational or governing documents of such Person and (b) any statute, law (including common law), treaty,
rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other
Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject.


 


“Reserves”
means any and all reserves which the Administrative Agent deems necessary, in its Permitted Discretion, to maintain (including,
without limitation, an availability reserve, reserves for accrued and unpaid interest on the Secured Obligations, Banking Services
Reserves, Dividend Reserves, volatility reserves, reserves for rent at locations leased by any Loan Party and for consignee’s,
warehousemen’s and bailee’s charges, reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves
for customs charges and shipping charges related to any Inventory in transit, reserves for Swap Agreement Obligations, reserves
for contingent liabilities of any Loan Party, reserves for uninsured losses of any Loan Party, reserves for uninsured, underinsured,
un-indemnified or under-indemnified liabilities or potential liabilities with respect to any litigation and reserves for taxes,
fees, assessments, and other governmental charges) with respect to the Collateral or any Loan Party.


 


“Reset TM
Availability Date” has the meaning assigned to such term in the definition of “Borrowing Base”.


 




    	 	35	 



     


    




 


“Reset Trademark
Appraisal” has the meaning assigned to such term in the definition of “Borrowing Base”.


 


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in the Company or any Subsidiary, or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of
any such Equity Interests in the Company or any Subsidiary, or any option, warrant or other right to acquire any such Equity Interests
in the Company or any Subsidiary.


 


“REVLIBOR30
Rate” means the London interbank offered rate administered by ICE Benchmark Administration (or any other Person that
takes over the administration of such rate for U.S. Dollars) for a one (1) month period as displayed on pages LIBOR01 or LIBOR02
of the Reuters screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor
or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes
such rate from time to time as shall be selected by the Administrative Agent in its reasonable discretion; in each case the “REVLIBOR30
Screen Rate”) at approximately 11:00 a.m., London time, two (2) Business Days prior to the first (1st) Business Day of
each month, adjusted monthly on the first (1st) Business Day of each month; provided that, (x) if the REVLIBOR30 Screen
Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement and (y) if the REVLIBOR30 Screen
Rate shall not be available at such time for such a period, then the REVLIBOR30 Rate shall be equal to the CB Floating Rate.


 


“Revolving
Commitment” means, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans and to
acquire participations in Letters of Credit, Overadvances, Protective Advances and Swingline Loans hereunder, expressed as an amount
representing the maximum aggregate permitted amount of such Lender’s Revolving Exposure hereunder, as such commitment may
be reduced or increased from time to time pursuant to (a) Section 2.09 and (b) assignments by or to such Lender pursuant to Section
9.04. The initial amount of each Lender’s Revolving Commitment is set forth on the Commitment Schedule, or in the
Assignment and Assumption pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable.


 


“Revolving
Exposure” means, with respect to any Lender at any time, the sum of (a) the outstanding principal amount of such Lender’s
Revolving Loans, LC Exposure and Swingline Exposure at such time, plus (b) an amount equal to its Applicable Percentage of the
aggregate principal amount of Overadvances outstanding at such time, plus (c) an amount equal to its Applicable Percentage of the
aggregate principal amount of Protective Advances outstanding at such time.


 


“Revolving
Lender” means, as of any date of determination, a Lender with a Revolving Commitment or, if the Revolving Commitments
have terminated or expired, a Lender with Revolving Exposure.


 


“Revolving
Loan” means a Loan made pursuant to Section 2.01(a).


 




    	 	36	 



     


    




 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.


 


“Sale and
Leaseback Transaction” has the meaning assigned to such term in Section 6.06.


 


“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at
the time of this Agreement, Crimea, Cuba, Iran, North Korea, and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the
Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or by the United Nations
Security Council, the European Union or any European Union member state, Her Majesty’s Treasury of the United Kingdom or
other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country, (c) any Person owned
or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person otherwise the subject
of any Sanctions.


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the
U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, Her
Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.


 


“Seasonal
Period” means any 120 consecutive calendar day period determined by the Company, so long as (i) the Company provides
the Administrative Agent with written notice of such period at least 30 calendar days prior to the start of any such Seasonal Period,
(ii) only 1 Seasonal Period occurs per calendar year (and the end of such Seasonal Period occurs on or prior to December 31 of
such calendar year), and (iii) at least 60 consecutive calendar days elapse without a Seasonal Period in effect between any two
consecutive Seasonal Periods.


 


“SEC”
means the Securities and Exchange Commission of the U.S.


 


“Secured Obligations”
means all Obligations, together with all (i) Banking Services Obligations and (ii) Swap Agreement Obligations owing to one or more
Lenders or their respective Affiliates; provided, however, that the definition of “Secured Obligations” shall
not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable)
any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor.


 


“Secured Parties”
means (a) the Administrative Agent, (b) the Lenders, (c) the Issuing Bank, (d) each provider of Banking Services, to the extent
the Banking Services Obligations in respect thereof constitute Secured Obligations, (e) each counterparty to any Swap Agreement,
to the extent the obligations thereunder constitute Secured Obligations, (f) the beneficiaries of each indemnification obligation
undertaken by any Loan Party under any Loan Document, and (g) the successors and assigns of each of the foregoing.


 




    	 	37	 



     


    

 


“Security
Agreement” means that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of
the date hereof, among the Loan Parties and the Administrative Agent, for the benefit of the Administrative Agent and the other
Secured Parties, and any other pledge or security agreement entered into, after the date of this Agreement by any other Loan Party
(as required by this Agreement or any other Loan Document) or any other Person for the benefit of the Administrative Agent and
the other Secured Parties, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Settlement”
has the meaning assigned to such term in Section 2.05(d).


 


“Settlement
Date” has the meaning assigned to such term in Section 2.05(d).


 


“Standby LC
Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all standby Letters of Credit outstanding
at such time plus (b) the aggregate amount of all LC Disbursements relating to standby Letters of Credit that have
not yet been reimbursed by or on behalf of the Borrowers at such time. The Standby LC Exposure of any Revolving Lender at any time
shall be its Applicable Percentage of the aggregate Standby LC Exposure at such time.


 


“Statements”
has the meaning assigned to such term in Section 2.18(g).


 


“Statutory
Reserve Rate” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator
of which is the number one minus the aggregate of the maximum reserve percentage (including any marginal, special, emergency or
supplemental reserves) established by the Federal Reserve Board to which the Administrative Agent is subject with respect
to the Adjusted LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D).
Such reserve percentages shall include those imposed pursuant to Regulation D of the Board. Eurodollar Loans shall be deemed
to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under Regulation D of the Board or any comparable regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.


 


“Subordinated
Indebtedness” of a Person means any Indebtedness of such Person the payment of which is subordinated to payment of the
Secured Obligations to the written satisfaction of the Administrative Agent.


 


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held , or (b) that is, as of such date, otherwise
Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 




    	 	38	 



     


    




 


“Subsidiary”
means any direct or indirect subsidiary of the Company or a Loan Party, as applicable.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, spot, future, credit default or derivative transaction or option or similar
agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction
or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on
account of services provided by current or former directors, officers, employees or consultants of the Borrowers or the Subsidiaries
shall be a Swap Agreement.


 


“Swap Agreement
Obligations” means any and all obligations of the Loan Parties and their Subsidiaries, whether absolute or contingent
and howsoever and whensoever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof
and substitutions therefor), under (a) any and all Swap Agreements permitted hereunder with a Lender or an Affiliate of a Lender,
and (b) any and all cancellations, buy backs, reversals, terminations or assignments of any such Swap Agreement transaction.


 


“Swap Obligation”
means, with respect to any Loan Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes
a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated
thereunder.


 


“Swingline
Exposure” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total Swingline Exposure at such time.


 


“Swingline
Lender” means JPMCB, in its capacity as lender of Swingline Loans hereunder. Any consent required of the Administrative
Agent or the Issuing Bank shall be deemed to be required of the Swingline Lender and any consent given by JPMCB in its capacity
as Administrative Agent or Issuing Bank shall be deemed given by JPMCB in its capacity as Swingline Lender.


 


“Swingline
Loan” has the meaning assigned to such term in Section 2.05(a).


 


“Taxes”
means any and all present or future taxes, levies, imposts, duties, deductions, withholdings, (including backup withholding), value
added taxes, or any other goods and services, use or sales taxes, assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Transactions”
means the execution, delivery and performance by the Borrowers of this Agreement and the other Loan Documents, the borrowing of
Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.


 


“Trigger Period”
means the period (a) commencing on any day that Excess Availability is less than an amount equal to 10% of the Aggregate Revolving
Commitment, at any time, and (b) continuing until for the previous 31 consecutive calendar days, Excess Availability at all times
has been greater than or equal to an amount equal to 10% of the Aggregate Revolving Commitment.


 




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“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the CBFR.


 


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state the laws of which
are required to be applied in connection with the issue of perfection of security interests.


 


“Unfinanced
Capital Expenditures” means, for any period, Capital Expenditures made during such period which are not financed from
the proceeds of any Indebtedness (other than the Revolving Loans; it being understood and agreed that, to the extent any Capital
Expenditures are financed with Revolving Loans, such Capital Expenditures shall be deemed Unfinanced Capital Expenditures).


 


“Unliquidated
Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated
at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not yet made under a
letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such time; or
(iii) an obligation to provide collateral to secure any of the foregoing types of obligations.


 


“U.S.”
means the United States of America.


 


“U.S. Dollars”
or “$” refers to lawful money of the U.S.


 


“U.S.
Person” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


 


“USA PATRIOT
Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001.


 


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 




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SECTION 1.02.         Classification
of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving
Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving Loan”).
Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).


 


SECTION 1.03.         Terms
Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including
official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply) and
all judgments, orders and decrees of all Governmental Authorities. The word “will” shall be construed to have the same
meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to
any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document
as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements,
supplements or modifications set forth herein), (b) any definition of or reference to any statute, rule or regulation shall be
construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable
successor laws), (c) any reference herein to any Person shall be construed to include such Person’s successors and assigns
(subject to any restrictions on assignments set forth herein) and, in the case of any Governmental Authority, any other Governmental
Authority that shall have succeeded to any or all functions thereof, (d) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (e) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to
refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (f) any reference in any definition to the phrase
“at any time” or “for any period” shall refer to the same time or period for all calculations or determinations
within such definition, and (g) the words “asset” and “property” shall be construed to have the same meaning
and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and
contract rights.


 


SECTION 1.04.         Accounting
Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed
in accordance with GAAP, as in effect from time to time; provided that, if after the date hereof there occurs any change
in GAAP or in the application thereof on the operation of any provision hereof and the Borrower Representative notifies the Administrative
Agent that the Borrowers request an amendment to any provision hereof to eliminate the effect of such change in GAAP or in the
application thereof (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment
to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or
in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance
herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall
be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election
under Financial Accounting Standards Board Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification
or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company
or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness
in respect of convertible debt instruments under Financial Accounting Standards Board Accounting Standards Codification 470-20
(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at
the full stated principal amount thereof.


 




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SECTION 1.05.         Currency
Translations; Currency Matters.


 


(a)          For
purposes of this Agreement and the other Loan Documents, the Administrative Agent shall determine any amount, unless expressly
provided otherwise, as the Dollar Equivalent thereof as and if required (as determined by the Administrative Agent in its sole
discretion) under any Loan Document, and a determination thereof by the Administrative Agent shall be conclusive absent manifest
error. The Administrative Agent may, but shall not be obligated to, rely on any determination made by any Loan Party in any document
or certificate delivered to the Administrative Agent. The Administrative Agent may determine or redetermine the Dollar Equivalent
of any amount on any date in its sole discretion. Further, without limitation, for purposes of computations, calculations, or determinations
hereunder, unless expressly provided otherwise, where a reference is made to a dollar amount or an amount without reference to
a specific currency (including, without limitation, where the permissibility of a transaction or determinations of required actions
or circumstances depend upon compliance with, or are determined by reference to, such amounts), the amount is to be considered
as the amount in U.S. Dollars and, therefore, any other currency that is a component of such computation, calculation or determination
shall be converted into the Dollar Equivalent thereof, as applicable.


 


(b)          Each
payment owing by any Loan Party hereunder shall be made in the relevant currency specified herein or, if not specified herein,
specified in any other Loan Document executed by the Administrative Agent (the “Currency of Payment”) at the
place specified herein (such requirements are of the essence to this Agreement). If, for the purpose of obtaining judgment in any
court, it is necessary to convert a sum due hereunder in a Currency of Payment into another currency, the parties hereto agree
that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could
purchase such Currency of Payment with such other currency in accordance with its normal practice at its head office on the Business
Day preceding that on which final judgment is given. The obligations in respect of any sum due hereunder to any Credit Party shall,
notwithstanding any adjudication expressed in a currency other than the Currency of Payment, be discharged only to the extent that,
on the Business Day following receipt by such Credit Party of any sum adjudged to be so due in such other currency, such Credit
Party may, in accordance with normal banking procedures, purchase the Currency of Payment with such other currency. Each Loan Party
agrees that (i) if the amount of the Currency of Payment so purchased is less than the sum originally due to such Credit Party
in the Currency of Payment, as a separate obligation and notwithstanding the result of any such adjudication, such Loan Party shall
immediately pay the shortfall (in the Currency of Payment) to such Credit Party and (ii) if the amount of the Currency of Payment
so purchased exceeds the sum originally due to such Credit Party, such Credit Party shall promptly pay the excess over to such
Loan Party in the currency and to the extent actually received.


 




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SECTION 1.06.         Status
of Obligations. In the event that any Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated
Indebtedness, such Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the
Secured Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to
enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially
available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing,
the Secured Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness”
and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated
Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such
Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially
available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.


 


ARTICLE
II



The Credits


 


SECTION 2.01.         Revolving
Commitments. Subject to the terms and conditions set forth herein, each Revolving Lender severally (and not jointly) agrees
to make Revolving Loans in U.S. Dollars to the Borrowers from time to time during the Availability Period in an aggregate principal
amount that will not result in (i) such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment or
(ii) the Aggregate Revolving Exposure exceeding the lesser of (x) the Aggregate Revolving Commitment and (y) the Borrowing
Base, subject to the Administrative Agent’s authority, in its sole discretion, to make Protective Advances and Overadvances
pursuant to the terms of Sections 2.04 and 2.05. Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrowers may borrow, prepay (without any penalty, premium or other prepayment fee, other than payment of any break
funding expenses under Section 2.16) and reborrow Revolving Loans.


 


SECTION 2.02.         Loans
and Borrowings.


 


(a)          Each
Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class and Type made by
the Lenders ratably in accordance with their respective Revolving Commitments of the applicable Class. The failure of any Lender
to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving
Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as
required. Any Protective Advance, any Overadvance and any Swingline Loan shall be made in accordance with the procedures set forth
in Sections 2.04 and 2.05.


 




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(b)          Subject
to Section 2.14, each Revolving Borrowing shall be comprised entirely of CBFR Loans or Eurodollar Loans as the Borrower Representative
may request in accordance herewith, provided that all Borrowings made on the Effective Date must be made as CBFR Borrowings
but may be converted into Eurodollar Borrowings in accordance with Section 2.08. Each Swingline Loan shall be a CBFR Loan. Each
Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make
such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate
to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the
Borrowers to repay such Loan in accordance with the terms of this Agreement.


 


(c)          At
the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $500,000 and not less than $1,000,000. CBFR Borrowings may be in any amount. Borrowings of more than one Type
and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of 6 Eurodollar
Borrowings outstanding.


 


(d)          Notwithstanding
any other provision of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to convert or
continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.


 


SECTION 2.03.         Requests
for Borrowings. To request a Borrowing, the Borrower Representative shall notify the Administrative Agent of such request either
in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed by the Borrower Representative
or by telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, not
later than (a) in the case of a Eurodollar Borrowing, 10:00 a.m., Chicago time, three (3) Business Days before the date of the
proposed Borrowing or (b) in the case of a CBFR Borrowing, noon, Chicago time, on the date of the proposed Borrowing; provided
that any such notice of a CBFR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e)
may be given not later than 9:00 a.m., Chicago time, on the date of such proposed Borrowing. Each such telephonic Borrowing Request
shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or a communication through Electronic System to
the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower
Representative. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:


 


(i)          the
name of the applicable Borrower(s);


 


(ii)         the
aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;


 


(iii)        the
date of such Borrowing, which shall be a Business Day;


 


(iv)        whether
such Borrowing is to be a CBFR Borrowing or a Eurodollar Borrowing; and


 




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(v)         in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period.”


 


If no election as to the Type of Borrowing
is specified, then the requested Borrowing shall be a CBFR Borrowing. If no Interest Period is specified with respect to any requested
Eurodollar Borrowing, then the applicable Borrower(s) shall be deemed to have selected an Interest Period of one month’s
duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.


 


SECTION 2.04.   Protective
Advances. (a) Subject to the limitations set forth below, the Administrative Agent is authorized by the Borrowers and the Lenders,
from time to time in the Administrative Agent’s sole discretion (but shall have absolutely no obligation to), to make Loans
to the Borrowers, on behalf of all Lenders, which the Administrative Agent, in its Permitted Discretion, deems necessary or desirable
(i) to preserve or protect the Collateral, or any portion thereof, (ii) to enhance the likelihood of, or maximize the amount of,
repayment of the Loans and other Obligations, or (iii) to pay any other amount chargeable to or required to be paid by the Borrowers
pursuant to the terms of this Agreement, including payments of reimbursable expenses (including costs, fees, and expenses as described
in Section 9.03) and other sums payable under the Loan Documents (any of such Loans are herein referred to as “Protective
Advances”); provided that, the aggregate amount of Protective Advances outstanding at any time shall not at any
time exceed an amount equal to 15% of the Aggregate Revolving Commitment; provided further that, the Aggregate Revolving
Exposure after giving effect to the Protective Advances being made shall not exceed the Aggregate Revolving Commitment. Protective
Advances may be made even if the conditions precedent set forth in Section 4.02 have not been satisfied. The Protective Advances
shall be secured by the Liens in favor of the Administrative Agent in and to the Collateral and shall constitute Obligations hereunder.
All Protective Advances shall be CBFR Borrowings. The making of a Protective Advance on any one occasion shall not obligate the
Administrative Agent to make any Protective Advance on any other occasion. The Administrative Agent’s authorization to make
Protective Advances may be revoked at any time by the Required Lenders. Any such revocation must be in writing and shall become
effective prospectively upon the Administrative Agent’s receipt thereof. At any time that there is sufficient Availability
and the conditions precedent set forth in Section 4.02 have been satisfied, the Administrative Agent may request the Revolving
Lenders to make a Revolving Loan to repay a Protective Advance. At any other time the Administrative Agent may require the Lenders
to fund their risk participations described in Section 2.04(b).


 


(b)          Upon
the making of a Protective Advance by the Administrative Agent (whether before or after the occurrence of a Default), each Lender
shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Administrative
Agent, without recourse or warranty, an undivided interest and participation in such Protective Advance in proportion to its Applicable
Percentage. From and after the date, if any, on which any Lender is required to fund its participation in any Protective Advance
purchased hereunder, the Administrative Agent shall promptly distribute to such Lender, such Lender’s Applicable Percentage
of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such
Protective Advance.


 




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SECTION 2.05.    Swingline
Loans and Overadvances.


 


(a)          The
Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this
Agreement and the other Loan Documents, promptly after the Borrower Representative requests a CBFR Borrowing, the Swingline Lender
may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders
and in the amount requested, same day funds to the Borrowers, on the date of the applicable Borrowing to the Funding Account(s)
(each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline
Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section
2.05(d). Each Swingline Loan shall be subject to all the terms and conditions applicable to other CBFR Loans funded by the Revolving
Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the
Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender may, subject to the terms and conditions set forth
herein (but without any further written notice required), not later than 1:00 p.m., Chicago time, on each Business Day, make available
to the Borrowers by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan to the extent necessary to pay
items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there
is insufficient borrowing capacity to permit the Swingline Lender to make available to the Borrowers a Swingline Loan in the amount
necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrowers
shall be deemed to have requested a CBFR Borrowing pursuant to Section 2.03 in the amount of such deficiency to be made on such
Business Day. The aggregate amount of Swingline Loans outstanding at any time shall not exceed an amount equal to 15% of the Aggregate
Revolving Commitment. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Availability
(before or after giving effect to such Swingline Loan). All Swingline Loans shall be CBFR Borrowings.


 


(b) Any provision of
this Agreement to the contrary notwithstanding, at the request of the Borrower Representative, the Administrative Agent may in
its sole discretion (but with absolutely no obligation), on behalf of the Revolving Lenders, (x) make Revolving Loans to the Borrowers
in amounts that exceed Availability (any such excess Revolving Loans are herein referred to collectively as “Overadvances”)
or (y) deem the amount of Revolving Loans outstanding to the Borrowers that are in excess of Availability to be Overadvances; provided
that, no Overadvance shall result in a Default due to Borrowers’ failure to comply with Section 2.01 for so long as such
Overadvance remains outstanding in accordance with the terms of this paragraph, but solely with respect to the amount of such Overadvance.
In addition, Overadvances may be made even if the condition precedent set forth in Section 4.02(c) has not been satisfied. All
Overadvances shall constitute CBFR Borrowings. The making of an Overadvance on any one occasion shall not obligate the Administrative
Agent to make any Overadvance on any other occasion. The authority of the Administrative Agent to make Overadvances is limited
to an aggregate amount not to exceed an amount equal to 15% of the Aggregate Revolving Commitment at any time, and no Overadvance
shall cause any Revolving Lender’s Revolving Exposure to exceed its Revolving Commitment; provided that, the Required
Lenders may at any time revoke the Administrative Agent’s authorization to make Overadvances. Any such revocation must be
in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof.


 




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(c)          Upon
the making of a Swingline Loan or an Overadvance (whether before or after the occurrence of a Default and regardless of whether
a Settlement has been requested with respect to such Swingline Loan or Overadvance), each Revolving Lender shall be deemed, without
further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender or the Administrative
Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Swingline Loan or Overadvance
in proportion to its Applicable Percentage of the Revolving Commitment. The Swingline Lender or the Administrative Agent may, at
any time, require the Revolving Lenders to fund their participations. From and after the date, if any, on which any Revolving Lender
is required to fund its participation in any Swingline Loan or Overadvance purchased hereunder, the Administrative Agent shall
promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all
proceeds of Collateral received by the Administrative Agent in respect of such Swingline Loan or Overadvance.


 


(d)          The
Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the
Revolving Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Revolving Lenders
of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested
Settlement (the “Settlement Date”). Each Revolving Lender (other than the Swingline Lender, in the case of the
Swingline Loans) shall transfer the amount of such Revolving Lender’s Applicable Percentage of the outstanding principal
amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the
Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., Chicago time, on such Settlement Date.
Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section
4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the
Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan,
shall constitute Revolving Loans of such Revolving Lenders, respectively. If any such amount is not transferred to the Administrative
Agent by any Revolving Lender on such Settlement Date, the Swingline Lender shall be entitled to recover from such Lender on demand
such amount, together with interest thereon, as specified in Section 2.07.


 




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SECTION 2.06.    Letters
of Credit.


 


(a)          General.
Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of Letters of Credit
for its own account or for the account of another Borrower denominated in U.S. Dollars as the applicant thereof for the support
of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank,
at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions
of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the
Borrowers to, or entered into by the Borrowers with, the Issuing Bank relating to any Letter of Credit, the terms and conditions
of this Agreement shall control. Each Borrower unconditionally and irrevocably agrees that, in connection with any Letter of Credit
issued for the support of any Subsidiary’s obligations as provided in the first sentence of this paragraph, such Borrower
will be fully responsible for the reimbursement of LC Disbursements in accordance with the terms hereof, the payment of interest
thereon and the payment of fees due under Section 2.12(b) to the same extent as if it were the sole account party in respect of
such Letter of Credit (such Borrower hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor
or surety of the obligations of such Subsidiary that is an account party in respect of any such Letter of Credit). Notwithstanding
anything herein to the contrary, the Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter
of Credit (i) the proceeds of which would be made available to any Person (A) to fund any activity or business of or with any Sanctioned
Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (B) in any manner
that would result in a violation of any Sanctions by any party to this Agreement, (ii) if any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from issuing such Letter
of Credit, or any Requirement of Law relating to the Issuing Bank or any request or directive (whether or not having the force
of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank
refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing
Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise
compensated hereunder) not in effect on the Effective Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost or
expense which was not applicable on the Effective Date and which the Issuing Bank in good faith deems material to it, or (iii)
if the issuance of such Letter of Credit would violate one or more policies of the Issuing Bank applicable to letters of credit
generally; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection
Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation
thereof, and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements,
the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed not to be in effect on the Effective Date for purposes of clause
(ii) above, regardless of the date enacted, adopted, issued or implemented.


 


(b)          Notice
of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall deliver by hand or facsimile (or transmit
through Electronic Systems, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative
Agent (reasonably in advance of, but in any event no less than three (3) Business Days prior to the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to
be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business
Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount
of such Letter of Credit, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the applicable Borrower also shall submit a letter
of credit application on the Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter
of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter
of Credit the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal
or extension (i) the aggregate LC Exposure shall not exceed $5,000,000, (ii) no Revolving Lender’s Revolving Exposure
shall exceed its Revolving Commitment and (iii) the Aggregate Revolving Exposure shall not exceed the lesser of the Aggregate
Revolving Commitment and the Borrowing Base.


 




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(c)          Expiration
Date. Each Letter of Credit shall expire (or be subject to termination or non-renewal by notice from the Issuing Bank to the
beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance
of such Letter of Credit (or, in the case of any renewal or extension thereof, including, without limitation, any automatic renewal
provision, one year after such renewal or extension) and (ii) the date that is five Business Days prior to the Maturity Date.


 


(d)          Participations.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further
action on the part of the Issuing Bank or the Revolving Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each
Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable
Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing Bank and not reimbursed
by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded
to the Borrowers for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever,
including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction
or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.


 


(e)          Reimbursement.
If the Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement (i) not later than 11:00 a.m., Chicago time, on the
date that such LC Disbursement is made, if the Borrower Representative shall have received notice of such LC Disbursement prior
to 9:00 a.m., Chicago time, on such date, or, (ii) if such notice has not been received by the Borrower Representative prior to
such time on such date, then not later than 11:00 a.m., Chicago time, on (A) the Business Day that the Borrower Representative
receives such notice, if such notice is received prior to 9:00 a.m., Chicago time, on the day of receipt, or (B) the Business Day
immediately following the day that the Borrower Representative receives such notice, if such notice is not received prior to such
time on the day of receipt; provided that the Borrowers may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 or 2.05 that such payment be financed with a CBFR Revolving Borrowing or Swingline Loan in an equivalent
amount and, to the extent so financed, the Borrowers’ obligation to make such payment shall be discharged and replaced by
the resulting CBFR Revolving Borrowing or Swingline Loan. If the Borrowers fail to make such payment when due, the Administrative
Agent shall notify each Revolving Lender of the applicable LC Disbursement, the payment then due from the Borrowers in respect
thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Revolving Lender
shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrowers, in the same manner
as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis,
to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts
so received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers
pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Issuing Bank or, to the extent that Revolving
Lenders have made payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing Bank
as their interests may appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse the Issuing Bank
for any LC Disbursement (other than the funding of CBFR Revolving Loans or a Swingline Loan as contemplated above) shall not constitute
a Loan and shall not relieve the Borrowers of their obligation to reimburse such LC Disbursement.


 




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(f)          Obligations
Absolute. The Borrowers’ joint and several obligation to reimburse LC Disbursements as provided in paragraph (e)
of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms
of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of
any Letter of Credit or this Agreement, or any term or provision therein or herein, (ii) any draft or other document presented
under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate
in any respect, (iii) any payment by the Issuing Bank under a Letter of Credit against presentation of a draft or other document
that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not
similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge
of, or provide a right of setoff against, the Borrowers’ obligations hereunder. None of the Administrative Agent, the Revolving
Lenders, the Issuing Bank or any of their Related Parties, shall have any liability or responsibility by reason of or in connection
with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of
any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required
to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the Issuing Bank; provided that the foregoing shall not be construed to excuse the Issuing Bank from liability
to the Borrowers to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims
in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by any Borrower that
are caused by the Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under
a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent jurisdiction), the Issuing Bank
shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality
thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept
and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.


 




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(g)          Disbursement
Procedures. The Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly notify the Administrative Agent and the applicable
Borrower by telephone (confirmed by facsimile) of such demand for payment and whether the Issuing Bank has made or will make an
LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrowers
of their obligation to reimburse the Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.


 


(h)          Interim
Interest. If the Issuing Bank shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement
in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including
the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the rate
per annum then applicable to CBFR Revolving Loans and such interest shall be payable on the date when such reimbursement is due;
provided that, if the Borrowers fail to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section,
then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except
that interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (e) of this Section to reimburse
the Issuing Bank shall be for the account of such Lender to the extent of such payment.


 


(i)          Replacement
of the Issuing Bank. The Issuing Bank may be replaced at any time by written agreement among the Borrower Representative, the
Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Revolving
Lenders of any such replacement of the Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall
pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective
date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under
this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to
Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters
of Credit.


 




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(j)          Cash
Collateralization. If any Default shall occur and be continuing, on the Business Day that the Borrower Representative receives
notice from the Administrative Agent or the Required Lenders demanding the deposit of cash collateral pursuant to this paragraph,
the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit
of the Revolving Lenders (the “LC Collateral Account”), an amount in cash equal to 105% of the amount of the
LC Exposure as of such date plus accrued and unpaid interest thereon; provided that the obligation to deposit such cash
collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other
notice of any kind, upon the occurrence of any Event of Default with respect to any Borrower described in clause (h) or (i)
of Article VII. Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the
Secured Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal,
over the LC Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the LC Collateral
Account and all money or other assets on deposit therein or credited thereto. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrowers’
risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in the
LC Collateral Account. Moneys in the LC Collateral Account shall be applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated,
be applied to satisfy other Secured Obligations. If the Borrowers are required to provide an amount of cash collateral hereunder
as a result of the occurrence of a Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers
within three (3) Business Days after all such Defaults have been cured or waived as confirmed in writing by the Administrative
Agent.


 


(k)          LC
Exposure Determination. For all purposes of this Agreement, the amount of a Letter of Credit that, by its terms or the terms
of any document related thereto, provides for one or more automatic increases in the stated amount thereof shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated
amount is in effect at the time of determination.


 


SECTION 2.07.    Funding
of Borrowings.


 


(a)          Each
Lender shall make each Loan to be made by such Lender hereunder on the proposed date thereof solely by wire transfer of immediately
available funds by 1:00 p.m., Chicago time, to the account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders in an amount equal to such Lender’s Applicable Percentage; provided that, Swingline
Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower Representative
by promptly crediting the funds so received in the aforesaid account of the Administrative Agent to the Funding Account; provided
that CBFR Revolving Loans made to finance the reimbursement of (i) an LC Disbursement as provided in Section 2.06(e) shall be remitted
by the Administrative Agent to the Issuing Bank and (ii) a Protective Advance or an Overadvance shall be retained by the Administrative
Agent.


 




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(b)          Unless
the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender
will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance
upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers,
the interest rate applicable to CBFR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender’s Loan included in such Borrowing.


 


SECTION 2.08.   Interest
Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of
a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower
Representative may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar
Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower Representative may elect different
options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Borrowings, Overadvances or Protective Advances, which may not be
converted or continued.


 


(b)          To
make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election by
telephone or through Electronic System, if arrangements for doing so have been approved by the Administrative Agent, by the time
that a Borrowing Request would be required under Section 2.03 if the Borrowers were requesting a Borrowing of the Type resulting
from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable
and shall be confirmed promptly by hand delivery, Electronic System or facsimile to the Administrative Agent of a written Interest
Election Request in a form approved by the Administrative Agent and signed by the Borrower Representative.


 


(c)          Each
telephonic and written Interest Election Request (including requests submitted through Electronic System) shall specify the following
information in compliance with Section 2.02:


 


(i)          the
name of the applicable Borrower and the Borrowing to which such Interest Election Request applies and, if different options are
being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


 




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(ii)         the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


 


(iii)        whether
the resulting Borrowing is to be a CBFR Borrowing or a Eurodollar Borrowing; and


 


(iv)        if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”.


 


If any such Interest Election Request requests
a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an Interest
Period of one month’s duration.


 


(d)          Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and
of such Lender’s portion of each resulting Borrowing.


 


(e)          If
the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to
the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be converted to a CBFR Borrowing. Notwithstanding any contrary provision hereof, if a Default
has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative,
then, so long as a Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Borrowing shall be converted to a CBFR Borrowing at the end of the Interest Period applicable
thereto.


 


SECTION 2.09.   Termination
of Revolving Commitments; Increase in Revolving Commitments.


 


(a)          Unless
previously terminated, the Revolving Commitments shall terminate on the Maturity Date.


 


(b)          The
Borrowers may at any time terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations.


 


(c)          [Intentionally
Omitted]


 


(d)          The
Borrower Representative shall notify the Administrative Agent of any election to terminate the Revolving Commitments under paragraph (b)
of this Section at least three (3) Business Days prior to the effective date of such termination, specifying such election and
the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the
contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided
that a notice of termination of the Revolving Commitments delivered by the Borrower Representative may state that such notice is
conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative
(by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination
of the Revolving Commitments shall be permanent.


 




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(e)          The
Borrowers shall have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either from
one or more of the Lenders or another lending institution provided that (i) any such request for an increase shall be in
a minimum amount of $10,000,000, (ii) the Borrower Representative, on behalf of the Borrowers, may make a maximum of 3 such requests,
(iii) after giving effect thereto, the sum of the total of the additional Revolving Commitments does not exceed $75,000,000 (thereby
increasing the Aggregate Revolving Commitment to $150,000,000), (iv) the Administrative Agent has approved the identity of any
such new Lender, such approvals not to be unreasonably withheld, delayed or conditioned, (v) any such new Lender assumes all of
the rights and obligations of a “Lender” hereunder, and (vi) the procedure described in Section 2.09(f) have been satisfied.
Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to
increase its Revolving Commitment hereunder at any time.


 


(f)          Any
amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall
only require the written signatures of the Administrative Agent, the Borrowers and each Lender being added or increasing its Revolving
Commitment. As a condition precedent to such an increase or addition, the Borrowers shall deliver to the Administrative Agent (i)
a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions
adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrowers, certifying that, before
and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other
Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier date, (2) no Default exists and (3) the Borrowers are in compliance
(on a pro forma basis) with the covenants contained in Section 6.13 and (ii) legal opinions and documents consistent with those
delivered on the Effective Date, to the extent requested by the Administrative Agent.


 


(g)          On
the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender, extending)
its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative
Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase
or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding
Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative
Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal,
interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative
Agent, in order to effect such reallocation and (ii)  the Borrowers shall be deemed to have repaid and reborrowed all outstanding
Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments (with such reborrowing to consist of
the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative,
in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately
preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurodollar
Loan, shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.16 if the deemed payment
occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase
or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect
such increase or addition and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower Representative,
whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement.


 




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SECTION 2.10.    Repayment and
Amortization of Loans; Evidence of Debt. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative
Agent for the account of each Revolving Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date, (ii)
to the Administrative Agent the then unpaid amount of each Protective Advance on the earlier of the Maturity Date and demand by
the Administrative Agent and (iii) to the Administrative Agent the then unpaid principal amount of each Overadvance on the earlier
of the Maturity Date and demand by the Administrative Agent.


 


(b)          At
all times that full cash dominion is in effect pursuant to Section 7.3 of the Security Agreement, on each Business Day, the Administrative
Agent shall apply all funds credited to the Collection Account on such Business Day or the immediately preceding Business Day (at
the discretion of the Administrative Agent, whether or not immediately available) first to prepay any Protective Advances
and Overadvances that may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans)
and to cash collateralize outstanding LC Exposure. Notwithstanding the foregoing, to the extent any funds credited to the Collection
Account constitute Net Proceeds, the application of such Net Proceeds shall be subject to Section 2.11(c).


 


(c)          Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrowers
to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.


 


(d)          The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and
Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become
due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.


 


(e)          The
entries made in the accounts maintained pursuant to paragraph (c) or (d) of this Section shall be prima facie evidence of
the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the
Loans in accordance with the terms of this Agreement.


 




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(f)          Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute
and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest
thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes
in such form.


 


SECTION 2.11.    Prepayment
of Loans.


 


(a)          The
Borrowers shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (f) of this Section and, if applicable, payment of any break funding expenses under Section
2.16, but without any other penalty premium or other prepayment fee.


 


(b)          Except
for Overadvances permitted under Section 2.05, in the event and on such occasion that the Aggregate Revolving Exposure exceeds
the lesser of (A) the Aggregate Revolving Commitment and (B) the Borrowing Base, the Borrowers shall prepay the Revolving Loans,
LC Exposure and/or Swingline Loans or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section
2.06(j), as applicable, in an aggregate amount equal to such excess.


 


(c)          In
the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan Party or any Subsidiary in respect
of any Prepayment Event, the Borrowers shall, immediately after such Net Proceeds are received by such Loan Party or any Subsidiary,
prepay the Obligations and cash collateralize the LC Exposure as set forth in Section 2.11(e) below in an aggregate amount equal
to 100% of such Net Proceeds.


 


(d)          [Intentionally
Omitted].


 


(e)          All
such amounts pursuant to Section 2.11(c) shall be applied, first to prepay any Protective Advances and Overadvances that
may be outstanding, pro rata, and second to prepay the Revolving Loans (including Swingline Loans) without a corresponding
reduction in the Revolving Commitments and to cash collateralize outstanding LC Exposure.


 


(f)          The
Borrower Representative shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline
Lender) by telephone (confirmed by facsimile) or through Electronic System, if arrangements for doing so have been approved by
the Administrative Agent, of any prepayment hereunder not later than 10:00 a.m., Chicago time, (A) in the case of prepayment of
a Eurodollar Revolving Borrowing, three (3) Business Days before the date of prepayment, or (B) in the case of prepayment of a
CBFR Revolving Borrowing, one (1) Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify
the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice
of prepayment is given in connection with a conditional notice of termination of the Revolving Commitments as contemplated by Section 2.09,
then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly
following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the
contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case
of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall
be applied ratably to the Revolving Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest
to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.


 




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SECTION 2.12.    Fees.


 


(a)   The
Borrowers agree to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable
Commitment Rate, on the average daily amount of the Available Revolving Commitment of such Lender during the period from and including
the Effective Date to but excluding the date on which the Revolving Commitments terminate. Accrued commitment fees shall be payable
in arrears on the first Business Day of each calendar month and on the date on which the Revolving Commitments terminate, commencing
on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days
and shall be payable for the actual number of days elapsed, (including the first day but excluding the last day).


 


(b)          The
Borrowers agree to pay (i) to the Administrative Agent for the account of each Revolving Lender a participation fee with respect
to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate
applicable to Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding
the later of the date on which such Lender’s Revolving Commitment terminates and the date on which such Lender ceases to
have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall accrue at the rate of 0.125% per annum on the average
daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters
of Credit issued by the Issuing Bank during the period from and including the Effective Date to but excluding the later of the
date of termination of the Revolving Commitments and the date on which there ceases to be any LC Exposure, as well as the Issuing
Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment,
renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued
through and including the last day of each calendar month shall be payable on the first Business Day of each calendar month following
such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be
payable on the date on which the Revolving Commitments terminate and any such fees accruing after the date on which the Revolving
Commitments terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this paragraph shall be
payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).


 


(c)          The
Borrowers agree to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately
agreed upon between the Borrowers and the Administrative Agent.


 




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(d)          All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent (or to the Issuing
Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders.
Fees paid shall not be refundable under any circumstances.


 


SECTION 2.13.         Interest.
(a) The Loans comprising each CBFR Borrowing (including Swingline Loans) shall bear interest at the CBFR plus the Applicable
Rate.


 


(b)          The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


 


(c)          Each
Protective Advance and each Overadvance shall bear interest at the CBFR plus the Applicable Rate for Revolving Loans plus 2%.


 


(d)          Notwithstanding
the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may,
at their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding
any provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in interest rates),
declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% plus the
rate applicable to such fee or other obligation as provided hereunder.


 


(e)          Accrued
interest on each Loan (for CBFR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on
each Interest Payment Date for such Loan and upon termination of the Revolving Commitments; provided that (i) interest accrued
pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan
(other than a prepayment of a CBFR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal
amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion
of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion.


 


(f)          All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the CB Floating
Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last day). The applicable CB Floating Rate, Adjusted LIBO
Rate, REVLIBOR30 Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive
absent manifest error.


 


SECTION 2.14.   Alternate
Rate of Interest; Illegality.


 


(a)          If
prior to the commencement of any Interest Period for a Eurodollar Borrowing:


 


(i)          the
Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable
means do not exist for ascertaining, (including, without limitation, by means of an Interpolated Rate) the Adjusted LIBO Rate or
the LIBO Rate, as applicable, for such Interest Period; or


 




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(ii)         the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for the applicable
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans
included in such Borrowing for such Interest Period;


 


then the Administrative Agent shall give
notice thereof to the Borrower Representative and the Lenders through Electronic System as provided in Section 9.01 as promptly
as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances
giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to,
or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid
or converted into a CBFR Borrowing on the last day of the then current Interest Period applicable thereto, and (ii) if any Borrowing
Request requests a Eurodollar Borrowing, such Borrowing shall be made as a CBFR Borrowing.


 


(b)          If
any Lender determines that any Requirement of Law has made it unlawful, or if any Governmental Authority has asserted that it is
unlawful, for any Lender or its applicable lending office to make, maintain, fund or continue any Eurodollar Borrowing, or any
Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits
of, U.S. Dollars in the London interbank market, then, on notice thereof by such Lender to the Borrower Representative through
the Administrative Agent, any obligations of such Lender to make, maintain, fund or continue Eurodollar Loans or to convert CBFR
Borrowings to Eurodollar Borrowings will be suspended until such Lender notifies the Administrative Agent and the Borrower Representative
that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers will upon
demand from such Lender (with a copy to the Administrative Agent), either convert all Eurodollar Borrowings of such Lender to CBFR
Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar
Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment
or conversion, the Borrowers will also pay accrued interest on the amount so prepaid or converted.


 


(c)          If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances
set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth
in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public
statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue
publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific
date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator
that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made
a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published
or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative
Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining
interest rates for loans, then the Administrative Agent and the Borrower Representative shall endeavor to establish an alternate
rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate
of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect
such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of
doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in
Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement
so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate
of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to
such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (c) (but, in the case of
the circumstances described in clause (ii) of the first sentence of this Section 2.14(c), only to the extent the LIBO Screen Rate
for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that
requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and
any such Eurodollar Borrowing shall be repaid or converted into a CBFR Borrowing on the last day of the then current Interest Period
applicable thereto, and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as a CBFR Borrowing;
provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes
of this Agreement.


 




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SECTION 2.15.    Increased
Costs. (a) If any Change in Law shall:


 


(i)          impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement,
insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Lender
(except any such reserve requirement reflected in the Adjusted LIBO Rate) or the Issuing Bank;


 


(ii)         impose
on any Lender or the Issuing Bank or the London interbank market any other condition, cost or expense (other than Taxes) affecting
this Agreement or Loans made by such Lender or any Letter of Credit or participation therein; or


 


(iii)        subject
any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition
of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations,
or its deposits, reserves, other liabilities or capital attributable thereto;


 




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and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any
Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender, the Issuing Bank or such
other Recipient of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or
receivable by such Lender, the Issuing Bank or such other Recipient hereunder (whether of principal, interest or otherwise), then
the Borrowers will pay to such Lender, the Issuing Bank or such other Recipient, as the case may be, such additional amount or
amounts as will compensate such Lender, the Issuing Bank or such other Recipient, as the case may be, for such additional costs
incurred or reduction suffered.


 


(b)          If
any Lender or the Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have
the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such
Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments
of, or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit
issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s
policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy and
liquidity), then from time to time the Borrowers will pay to such Lender or the Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding
company for any such reduction suffered.


 


(c)          A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing
Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to
the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the Issuing Bank,
as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.


 


(d)          Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver
of such Lender’s or the Issuing Bank’s right to demand such compensation; provided that the Borrowers shall
not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred
more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower Representative
of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing Bank’s intention
to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions
is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.


 




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SECTION 2.16.    Break
Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section
2.11), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the
failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.09 and is revoked in accordance therewith), or (d) the assignment
of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower
Representative pursuant to Section 2.19 or 9.02(d), then, in any such event, the Borrowers shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such loss, cost or expense to any Lender
shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would
have accrued on the principal amount of such Eurodollar Loan had such event not occurred, at the Adjusted LIBO Rate that would
have been applicable to such Eurodollar Loan, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest
Period for such Eurodollar Loan), over (ii) the amount of interest which would accrue on such principal amount for such period
at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the eurodollar market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower Representative and shall be conclusive
absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days
after receipt thereof.


 


SECTION 2.17.    Withholding
of Taxes; Gross-Up.


 


(a)          Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the
good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment
by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if
such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after
such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under
this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or
withholding been made.


 


(b)          Payment
of Other Taxes by the Borrowers. The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with
applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.


 


(c)          Evidence
of Payment. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this
Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.


 




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(d)          Indemnification
by the Loan Parties. The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand
therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts
payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient
and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to any Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf
or on behalf of a Lender, shall be conclusive absent manifest error.


 


(e)          Indemnification
by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor,
for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the
Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any other source against any
amount due to the Administrative Agent under this paragraph (e).


 


(f)          Status
of Lenders.


 


(i)          Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower
Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative
Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding
or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and
(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would
subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position
of such Lender.


 


(ii)         Without
limiting the generality of the foregoing, in the event that any Borrower is a U.S. Person,


 




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(A)         any
Lender that is a U.S. Person shall deliver to the Borrower Representative and the Administrative Agent on or prior to the date
on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the
Borrower Representative or the Administrative Agent), an executed IRS Form W-9 certifying that such Lender is exempt from U.S.
Federal backup withholding tax;


 


(B)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the
Administrative Agent), whichever of the following is applicable:


 


(1)         in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, an executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or
“other income” article of such tax treaty;


 


(2)         in
the case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, an executed
IRS Form W-8ECI;


 


(3)         in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate in form and substance satisfactory to the Administrative Agent to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a Borrower within the meaning
of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code (a “U.S. Tax Compliance Certificate”) and (y) an executed IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable; or


 


(4)         to
the extent a Foreign Lender is not the Beneficial Owner, an executed IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form
W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate in form and substance satisfactory to the Administrative
Agent, IRS Form W-9, and/or other certification documents from each Beneficial Owner, as applicable; provided that if the
Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate in form and substance satisfactory to the Administrative
Agent on behalf of each such direct and indirect partner;


 




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(C)         any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes
a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the
Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed
by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be
made; and


 


(D)         if
a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative
Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such
additional documentation reasonably requested by the Borrower Representative or the Administrative Agent as may be necessary for
the Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees
that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update
such form or certification or promptly notify the Borrower Representative and the Administrative Agent in writing of its legal
inability to do so.


 


(g)          Treatment
of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund
of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts
pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket
expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such
indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in
a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and
giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts giving rise to such refund had never been paid. This paragraph (g) shall not be construed to require any indemnified party
to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 




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(h)          Survival.
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, the termination of the Revolving Commitments and the repayment,
satisfaction or discharge of all obligations under any Loan Document (including the Payment in Full of the Secured Obligations).


 


(i)          Defined
Terms. For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable
law” includes FATCA.


 


SECTION 2.18.    Payments
Generally; Allocation of Proceeds; Sharing of Set-offs.


 


(a)          The
Borrowers shall make each payment required to be made by them hereunder (whether of principal, interest, fees or reimbursement
of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Chicago time, on
the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any
date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for
purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 10 South
Dearborn Street, Floor L2, Chicago, Illinois, except payments to be made directly to the Issuing Bank or Swingline Lender as expressly
provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled
thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension. All payments hereunder shall be made in U.S. Dollars.


 




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(b)          Any
proceeds of Collateral received by the Administrative Agent (i) not constituting either (A) a specific payment of principal, interest,
fees or other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers), (B) a mandatory prepayment
(which shall be applied in accordance with Section 2.11) or (C) amounts to be applied from the Collection Account when full cash
dominion is in effect (which shall be applied in accordance with Section 2.10(b)) or (ii) after an Event of Default has occurred
and is continuing and the Administrative Agent so elects or the Required Lenders so direct, shall be applied ratably first,
to pay any fees, indemnities, or expense reimbursements then due to the Administrative Agent and the Issuing Bank from the Borrowers
(other than in connection with Banking Services Obligations or Swap Agreement Obligations), second, to pay any fees, indemnities,
or expense reimbursements then due to the Lenders from the Borrowers (other than in connection with Banking Services Obligations
or Swap Agreement Obligations), third, to pay interest due in respect of the Overadvances and Protective Advances, fourth,
to pay the principal of the Overadvances and Protective Advances, fifth, to pay interest then due and payable on the Loans
(other than the Overadvances and Protective Advances) ratably, sixth, to prepay principal on the Loans (other than the Overadvances
and Protective Advances) and unreimbursed LC Disbursements and to pay any amounts owing in respect of Swap Agreement Obligations
up to and including the amount most recently provided to the Administrative Agent pursuant to Section 2.22, for which Reserves
have been established ratably, seventh, to pay an amount to the Administrative Agent equal to one hundred five percent (105%)
of the aggregate LC Exposure, to be held as cash collateral for such Obligations, eighth, to payment of any amounts owing
in respect of Banking Services Obligations and Swap Agreement Obligations up to and including the amount most recently provided
to the Administrative Agent pursuant to Section 2.22 and to the extent not paid pursuant to clause sixth above, and ninth,
to the payment of any other Secured Obligation due to the Administrative Agent or any Lender by the Borrowers.  Notwithstanding
the foregoing amounts received from any Loan Party shall not be applied to any Excluded Swap Obligation of such Loan Party. Notwithstanding
anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is
in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan
of a Class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only to the extent,
that there are no outstanding CBFR Loans of the same Class and, in any such event, the Borrowers shall pay the break funding payment
required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing and exclusive right
to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations.


 


(c)          At
the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses
(including, without limitation, all reimbursement for fees, costs and expenses pursuant to Section 9.03), and other sums payable
under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower
Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account
of any Borrower maintained with the Administrative Agent. The Borrowers hereby irrevocably authorize (i) the Administrative Agent
to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other
amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans
and Overadvances, but such a Borrowing may only constitute a Protective Advance if it is to reimburse costs, fees and expenses
as described in Section 9.03) and that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03, 2.04
or 2.05, as applicable, and (ii) the Administrative Agent to charge any deposit account of any Borrower maintained with the Administrative
Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.


 




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(d)          If,
except as otherwise expressly provided herein, any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in LC Disbursements resulting in
such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by any other similarly situated Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans and participations
in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall
be shared by all such Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased
and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed
to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment
obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in
LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate
thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of such Borrower in the amount of such participation.


 


(e)          Unless
the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders or the Issuing Bank hereunder that the Borrowers will not make such
payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and
may, in reliance upon such assumption, distribute to the Lenders or the Issuing Bank, as the case may be, the amount due. In such
event, if the Borrowers have not in fact made such payment, then each of the Lenders or the Issuing Bank, as the case may be, severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.


 


(f)          If
any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid
and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations
of such Lender hereunder. Application of amounts pursuant to (i) and (ii) above shall be made in any order determined by the Administrative
Agent in its discretion.


 




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(g)          The
Administrative Agent may from time to time provide the Borrowers with account statements or invoices with respect to any of the
Secured Obligations (the “Statements”). The Administrative Agent is under no duty or obligation to provide Statements,
which, if provided, will be solely for the Borrowers’ convenience. Statements may contain estimates of the amounts owed during
the relevant billing period, whether of principal, interest, fees or other Secured Obligations. If the Borrowers pay the full amount
indicated on a Statement on or before the due date indicated on such Statement, the Borrowers shall not be in default of payment
with respect to the billing period indicated on such Statement; provided, that acceptance by the Administrative Agent, on behalf
of the Lenders, of any payment that is less than the total amount actually due at that time (including but not limited to any past
due amounts) shall not constitute a waiver of the Administrative Agent’s or the Lenders’ right to receive payment in
full at another time.


 


SECTION 2.19.    Mitigation
Obligations; Replacement of Lenders.


 


(a)          If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then
such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or
to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may
be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous
to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.


 


(b)          If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes or
additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or
if any Lender becomes a Defaulting Lender, then the Borrowers may, at their sole expense and effort, upon notice to such Lender
and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to
Section 2.15 or 2.17) and obligations under this Agreement and other Loan Documents to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have
received the prior written consent of the Administrative Agent (and in circumstances where its consent would be required under
Section 9.04, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be withheld, delayed or conditioned,
(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and funded participations
in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of
all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15
or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation
or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver
by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.


 


SECTION 2.20.    Defaulting
Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the
following provisions shall apply for so long as such Lender is a Defaulting Lender:


 




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(a)          fees
shall cease to accrue on the unfunded portion of the Revolving Commitment of such Defaulting Lender pursuant to Section 2.12(a);


 


(b)          such
Defaulting Lender shall not have the right to vote on any issue on which voting is required (other than to the extent expressly
provided in Section 9.02(b)) and the Revolving Commitment and Revolving Exposure of such Defaulting Lender shall not be included
in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment,
waiver or other modification pursuant to Section 9.02) or under any other Loan Document; provided, that, except as otherwise provided
in Section 9.02, this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver or other
modification requiring the consent of such Lender or each Lender directly affected thereby;


 


(c)          if
any Swingline Exposure or LC Exposure exists at the time a Lender becomes a Defaulting Lender then:


 


(i)          all
or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders
in accordance with their respective Applicable Percentages but only (x) to the extent that the conditions set forth in Section
4.02 are satisfied at the time of such reallocation (and, unless the Borrower Representative shall have otherwise notified the
Administrative Agent at such time, the Borrowers shall be deemed to have represented and warranted that such conditions are satisfied
at such time) and (y) to the extent that such reallocation does not, as to any non-Defaulting Lender, cause such non-Defaulting
Lender’s Revolving Exposure to exceed its Revolving Commitment;


 


(ii)         if
the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrowers shall within one (1) Business
Day following notice by the Administrative Agent (x) first, prepay such Swingline Exposure and (y) second, cash collateralize,
for the benefit of the Issuing Bank, the Borrowers’ obligations corresponding to such Defaulting Lender’s LC Exposure
(after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section
2.06(j) for so long as such LC Exposure is outstanding;


 


(iii)        if
the Borrowers cash collateralize any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrowers
shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s
LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;


 


(iv)        if
the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders
pursuant to Sections 2.12(a) and 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages;
and


 




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(v)         if
all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause
(i) or (ii) above, then, without prejudice to any rights or remedies of the Issuing Bank or any other Lender hereunder, all letter
of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to the
Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and


 


(d)          so
long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing
Bank shall not be required to issue, amend, renew, extend or increase any Letter of Credit, unless it is satisfied that the related
exposure and such Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Revolving Commitments of the
non-Defaulting Lenders and/or cash collateral will be provided by the Borrowers in accordance with Section 2.20(c), and Swingline
Exposure related to any such newly made Swingline Loan or LC Exposure related to any newly issued or increased Letter of Credit
shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.20(c)(i) (and such Defaulting Lender shall
not participate therein).


 


(e)          If
(i) a Bankruptcy Event or a Bail-In Action with respect to the Parent of any Lender shall occur following the date hereof and for
so long as such event shall continue or (ii) the Swingline Lender or the Issuing Bank has a good faith belief that any Lender has
defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline
Lender shall not be required to fund any Swingline Loan and the Issuing Bank shall not be required to issue, amend or increase
any Letter of Credit, unless the Swingline Lender or the Issuing Bank, as the case may be, shall have entered into arrangements
with the Borrowers or such Lender, satisfactory to the Swingline Lender or the Issuing Bank, as the case may be, to defease any
risk to it in respect of such Lender hereunder.


 


(f)          In
the event that each of the Administrative Agent, the Borrower, the Swingline Lender and the Issuing Bank agrees that a Defaulting
Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the Swingline Exposure and LC
Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Revolving Commitment and on the date
of such readjustment such Lender shall purchase at par such of the Loans of the other Lenders (other than Swingline Loans) as the
Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable
Percentage.


 


SECTION 2.21.         Returned
Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations (including
a payment effected through exercise of a right of setoff), the Administrative Agent or any Lender is for any reason compelled to
surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent,
set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other
reason (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion), then the
Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force
as if such payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section
2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or
any Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive the termination
of this Agreement.


 




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SECTION 2.22.   Banking
Services and Swap Agreements. Each Lender or Affiliate thereof providing Banking Services (excluding Lease Financing) for,
or having Swap Agreements with, any Loan Party or any Subsidiary of a Loan Party shall deliver to the Administrative Agent, promptly
after entering into such Banking Services or Swap Agreements, written notice setting forth the aggregate amount of all Banking
Services Obligations and Swap Agreement Obligations of such Loan Party or Subsidiary thereof to such Lender or Affiliate (whether
matured or unmatured, absolute or contingent). In addition, each such Lender or Affiliate thereof shall deliver to the Administrative
Agent, from time to time after a significant change therein or upon a request therefor, a summary of the amounts due or to become
due in respect of such Banking Services Obligations and Swap Agreement Obligations. The most recent information provided to the
Administrative Agent shall be used in determining the amounts to be applied in respect of such Banking Services Obligations and/or
Swap Agreement Obligations pursuant to Section 2.18(b) and which tier of the waterfall, contained in Section 2.18(b), such Banking
Services Obligations and/or Swap Agreement Obligations will be placed.


 


ARTICLE
III



Representations And Warranties


 


Each Loan Party represents
and warrants to the Lenders that:


 


SECTION 3.01.    Organization;
Powers. Each Loan Party and each Subsidiary is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where
the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect,
is qualified to do business, and is in good standing, in every jurisdiction where such qualification is required.


 


SECTION 3.02.   Authorization;
Enforceability. The Transactions are within each Loan Party’s organizational powers and have been duly authorized by
all necessary organizational actions and, if required, actions by equity holders. Each Loan Document to which each Loan Party is
a party has been duly executed and delivered by such Loan Party and constitutes a legal, valid and binding obligation of such Loan
Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 


SECTION 3.03.   Governmental
Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except
for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable
to any Loan Party or any Subsidiary, (c) will not violate or result in a default under any indenture, material agreement or other
material instrument binding upon any Loan Party or any Subsidiary or the assets of any Loan Party or any Subsidiary, or give rise
to a right thereunder to require any payment to be made by any Loan Party or any Subsidiary, and (d) will not result in the creation
or imposition of any Lien on any asset of any Loan Party or any Subsidiary, except Liens created pursuant to the Loan Documents.


 




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SECTION 3.04.    Financial
Condition; No Material Adverse Change.


 


(a)          The
Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and
cash flows (i) as of and for the fiscal year ended December 31, 2017, reported on by KPMG LLP, independent public accountants,
and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2018, certified by its Financial Officer.
Such financial statements present fairly, in all material respects, the financial position and results of operations of the Company
and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit
adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.


 


(b)          No
event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since
December 31, 2017.


 


SECTION 3.05.    Properties.
(a) As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is
owned or leased by any Loan Party. To the knowledge of any Loan Party, each of such leases and subleases is valid and enforceable
in accordance with its terms and is in full force and effect, and no default (that could reasonably be expected to result in a
termination of such lease or sublease) by any party to any such lease or sublease exists with respect to any location where Collateral
included in the Borrowing Base with value of $250,000 or more is located. Each of the Loan Parties and each of its Subsidiaries
has good and indefeasible title to, or valid leasehold interests in, all of its real and personal property, free of all Liens other
than those permitted by Section 6.02.


 


(b)          Each
Loan Party and each Subsidiary owns, or is licensed to use, all trademarks (including the Black Diamond Trademark), tradenames,
copyrights, patents and other intellectual property necessary to its business as currently conducted. The use of such intellectual
property by each Loan Party and each Subsidiary does not infringe in any material respect upon the rights of any other Person,
and each Loan Party’s and each Subsidiary’s rights thereto are not subject to any licensing agreement or similar arrangement
(other than licenses of Intellectual Property permitted by Section 6.05). A correct and complete list of registered intellectual
property and applications for any such registrations owned by each Loan Party and each Subsidiary, as of the Effective Date, is
set forth on Schedule 3.05.


 


SECTION 3.06.    Litigation
and Environmental Matters. (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of any Loan Party, threatened in writing against or affecting any Loan Party or
any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined,
could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve any Loan Document or the Transactions.


 


(b)          Except
for the Disclosed Matters (i) no Loan Party or any Subsidiary has received notice of any claim with respect to any Environmental
Liability or knows of any basis for any Environmental Liability that could reasonably be expected to have a Material Adverse Effect
and (ii) and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected
to result in a Material Adverse Effect, no Loan Party or any Subsidiary (A) has failed to comply with any Environmental Law
or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (B) has
become subject to any Environmental Liability, (C) has received notice of any claim with respect to any Environmental Liability
or (D) knows of any evidence of any Environmental Liability.


 




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(c)          Since
the date of this Agreement, there has been no change in the status of the Disclosed Matters that, individually or in the aggregate,
has resulted in a Material Adverse Effect.


 


SECTION 3.07.   Compliance
with Laws and Agreements; No Default. Except where the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect, each Loan Party and each Subsidiary is in compliance with (i) all Requirement
of Law applicable to it or its property and (ii) all indentures, agreements and other instruments binding upon it or its property.
No Default has occurred and is continuing.


 


SECTION 3.08.   Investment
Company Status. No Loan Party or any Subsidiary is an “investment company” as defined in, or subject to regulation
under, the Investment Company Act of 1940.


 


SECTION 3.09.   Taxes.
Each Loan Party and each Subsidiary has timely filed or caused to be filed all federal, state, and material local and other Tax
returns and reports required to have been filed by it and has paid or caused to be paid all federal, state, and material local
and other Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings
and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) Taxes in respect
of which the aggregate liability does not exceed $250,000. No tax liens (other than Liens permitted by Section 6.02) have been
filed and no claims in excess of $250,000 (individually or in the aggregate) are being asserted with respect to any such taxes
except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary,
as applicable, has set aside on its books adequate reserves.


 


SECTION 3.10.   ERISA.
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which
liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value
of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair
market value of the assets of such Plan.


 




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SECTION 3.11.    Disclosure.


 


(a)          The
Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party
or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished
by or on behalf of any Loan Party or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation
of this Agreement or any other Loan Document (as modified or supplemented by other information so furnished), taken as a whole,
contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading in any material respect; provided that, with respect
to projected financial information, the Loan Parties represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to
the Effective Date, as of the Effective Date (it being understood that forecasts and projections are subject to contingencies and
no assurance can be given that any forecast or projection will be realized).


 


(b)          As
of the Effective Date, to the best knowledge of any Borrower, the information included in the Beneficial Ownership Certification
provided on or prior to the Effective Date to any Lender in connection with this Agreement is true and correct in all respects.


 


SECTION 3.12.   Material
Agreements. All material agreements and contracts to which any Loan Party or any Subsidiary is a party or is bound as of the
date of this Agreement are listed on Schedule 3.12. To the knowledge of any Loan Party, no Loan Party or any Subsidiary
is in default in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained
in (i) any material agreement or contract to which it is a party or (ii) any agreement or instrument evidencing or governing Indebtedness
having an outstanding principal amount in excess of $500,000.


 


SECTION 3.13.    Solvency.


 


(a)          Upon
and immediately after the consummation of the Transactions to occur on the Effective Date, and immediately after the making of
each advance of a Loan hereunder, and in all instances after giving effect to the application of the proceeds of such Loan, (i)
the fair value of the assets of the Loan Parties, taken as a whole, at a fair valuation, will exceed their debts and liabilities,
subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of the Loan Parties, taken as a whole,
will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Loan Parties, taken as a whole,
will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured; and (iv) the Loan Parties, taken as a whole, will not have unreasonably small capital with which to conduct the business
in which they are engaged as such business is now conducted and is proposed to be conducted after the Effective Date.


 


(b)          The
Loan Parties, taken as a whole, do not intend to, and do not believe that they will, incur debts beyond their ability to pay such
debts as they mature, taking into account the timing of and amounts of cash to be received by them and the timing of the amounts
of cash to be payable on or in respect of their Indebtedness.


 




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SECTION 3.14.    Insurance.
Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries
as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. Each Borrower maintains,
and has caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real
and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and
risks which, to the knowledge of the Borrowers, are adequate and customarily maintained by comparable companies engaged in the
same or similar businesses operating in the same or similar locations.


 


SECTION 3.15.   Capitalization
and Subsidiaries. As of the Effective Date, Schedule 3.15 sets forth (a) a correct and complete list of the name and
relationship to the Company of each and all of the Company’s Subsidiaries, (b) a true and complete listing of each class
of each Borrower’s (other than the Company’s) authorized Equity Interests, all of which issued Equity Interests are
validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified on Schedule
3.15, and (c) the type of entity of the Company and each of its Subsidiaries. All of the issued and outstanding Equity Interests
owned by any Loan Party have been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized
and issued and are fully paid and non-assessable. There are no outstanding commitments or other obligations of any Loan Party to
issue, and no options, warrants or other rights of any Person to acquire, any shares of any class of capital stock or other equity
interests of any Loan Party other than the Company.


 


SECTION 3.16.   Security
Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal and valid Liens on all of
the Collateral in favor of the Administrative Agent, for the benefit of the Secured Parties, and, upon filing of UCC financing
statements and the taking of any other actions or making of filings required for perfection under the laws of the relevant Collateral
Documents and specified herein or in such Collateral Documents, as, and when necessary and required, and if applicable, the taking
of actions or making of filings with respect to intellectual property registrations or applications issued or pending as specified,
such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable against the
applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the case of (a)
Permitted Encumbrances, to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Administrative
Agent pursuant to any applicable law or agreement permitted hereunder and (b) Liens perfected only by possession (including
possession of any certificate of title) to the extent the Administrative Agent has not obtained or does not maintain possession
of such Collateral.


 


SECTION 3.17.   Employment
Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan Party or any Subsidiary pending
or, to the knowledge of any Loan Party, threatened in writing. The hours worked by and payments made to employees of the Loan Parties
and their Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local
or foreign law dealing with such matters which would have a Material Adverse Effect on the Loan Parties. All material payments
due from any Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account
of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of
such Loan Party or such Subsidiary.


 




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SECTION 3.18.   Federal
Reserve Regulations. No part of the proceeds of any Loan or Letter of Credit has been used or will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and
X.


 


SECTION 3.19.   Use
of Proceeds. The proceeds of the Loans have been used and will be used, whether directly or indirectly as set forth in Section
5.08.


 


SECTION 3.20.   No
Burdensome Restrictions. No Loan Party is subject to any Burdensome Restrictions except Burdensome Restrictions permitted under
Section 6.10.


 


SECTION 3.21.   Anti-Corruption
Laws and Sanctions. Each Loan Party has implemented and maintains in effect policies and procedures designed to ensure compliance
by such Loan Party, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and
applicable Sanctions, and such Loan Party, its Subsidiaries and their respective officers and directors and, to the knowledge of
such Loan Party, its employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material
respects. None of (a) any Loan Party, any Subsidiary or any of their respective directors, officers or, to the knowledge of any
such Loan Party or Subsidiary, employees, or (b) to the knowledge of any such Loan Party or Subsidiary, any agent of such Loan
Party or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby,
is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds, Transaction or other transaction contemplated by this
Agreement or the other Loan Documents will violate Anti-Corruption Laws or applicable Sanctions.


 


SECTION 3.22.   [Intentionally
Omitted].


 


SECTION 3.23.  Common
Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the continued successful performance
of the functions of the group of the Loan Parties as a whole and the successful operation of each of the Loan Parties is dependent
on the successful performance and operation of each other Loan Party. Each Loan Party expects to derive benefit (and its board
of directors or other governing body has determined that it may reasonably be expected to derive benefit), directly and indirectly,
from (i) successful operations of each of the other Loan Parties and (ii) the credit extended by the Lenders to the Borrowers hereunder,
both in their separate capacities and as members of the group of companies. Each Loan Party has determined that execution, delivery,
and performance of this Agreement and any other Loan Documents to be executed by such Loan Party is within its purpose, in furtherance
of its direct and/or indirect business interests, will be of direct and/or indirect benefit to such Loan Party, and is in its best
interest.


 


SECTION 3.24.    EEA
Financial Institutions. No Loan Party is an EEA Financial Institution.


 


SECTION 3.25.   Carrying
on Business; Assets. Each Loan Party is a resident of the United States for purposes of the Canada-United States Income Tax
Convention (the “Treaty”) and is entitled to the full benefits of the Treaty. No Loan Party has any taxable
income earned in Canada from a source that is neither a treaty-protected business nor a treaty-protected property, and does not
carry on its business principally in Canada.


 




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ARTICLE
IV



Conditions


 


SECTION 4.01.    Effective
Date. The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit hereunder on the date
hereof shall not become effective until each of the following conditions is satisfied (or waived in accordance with Section 9.02):


 


(a)          Credit
Agreement and Other Loan Documents. The Administrative Agent (or its counsel) shall have received (i) from each party hereto
either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative
Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party
has signed a counterpart of this Agreement, (ii) either (A) a counterpart of each other Loan Document signed on behalf of
each party thereto or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic
transmission of a signed signature page thereof) that each such party has signed a counterpart of such Loan Document and (iii)
such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection
with the transactions contemplated by this Agreement and the other Loan Documents, including any promissory notes requested by
a Lender pursuant to Section 2.10 payable to the order of each such requesting Lender and a written opinion of the Loan Parties’
counsel, addressed to the Administrative Agent, the Issuing Bank and the Lenders and the other Secured Parties, all in form and
substance satisfactory to the Administrative Agent and its counsel.


 


(b)          Financial
Statements and Projections. The Lenders shall have received (i) audited consolidated financial statements of the Company for
the 2016 and 2017 fiscal years, (ii) unaudited interim consolidated financial statements of the Company for each fiscal month and
quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as
to which such financial statements are available, and such financial statements shall not, in the reasonable judgment of the Administrative
Agent, reflect any material adverse change in the consolidated financial condition of the Company and its Subsidiaries, as reflected
in the audited, consolidated financial statements described in clause (i) of this paragraph and (iii) satisfactory projections
through fiscal year 2019.


 


(c)          Closing
Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Administrative Agent shall have received
(i) a certificate of each Loan Party, dated the Effective Date and executed by its Secretary or Assistant Secretary, which shall
(A) certify the resolutions of its Board of Directors, members or other body authorizing the execution, delivery and performance
of the Loan Documents to which it is a party, (B) identify by name and title and bear the signatures of the officers of such Loan
Party authorized to sign the Loan Documents to which it is a party and, in the case of the Borrower, its Financial Officers, and
(C) contain appropriate attachments, including the certificate or articles of incorporation or organization of each Loan Party
certified by the relevant authority of the jurisdiction of organization of such Loan Party and a true and correct copy of its by-laws
or operating, management or partnership agreement, or other organizational or governing documents, and (ii) a good standing certificate
for each Loan Party from its jurisdiction of organization or the substantive equivalent available in the jurisdiction of organization
for each Loan Party from the appropriate governmental officer in such jurisdiction.


 




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(d)          No
Default Certificate. The Administrative Agent shall have received a certificate, signed by a Financial Officer of each Borrower
and each other Loan Party, dated as of the Effective Date (i) stating that no Default has occurred and is continuing, (ii) stating
that the representations and warranties contained in the Loan Documents are true and correct as of such date, and (iii) certifying
as to any other factual matters as may be reasonably requested by the Administrative Agent.


 


(e)          Fees.
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices
have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date. All such amounts
will be paid with proceeds of Loans made on the Effective Date and will be reflected in the funding instructions given by the Borrower
Representative to the Administrative Agent on or before the Effective Date.


 


(f)          Lien
Searches. The Administrative Agent shall have received the results of a recent lien search in each jurisdiction where the Loan
Parties are organized and where the assets of the Loan Parties are located, and such search shall reveal no Liens on any of the
assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Effective Date pursuant
to a pay-off letter or other documentation satisfactory to the Administrative Agent.


 


(g)          Pay-Off
Letter. The Administrative Agent shall have received satisfactory pay-off letters for all existing Indebtedness to be repaid
from the proceeds of the initial Borrowing, confirming that all Liens upon any of the property of the Loan Parties constituting
Collateral will be terminated concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness
shall have been cash collateralized or supported by a Letter of Credit.


 


(h)          Funding
Account. The Administrative Agent shall have received a notice setting forth the deposit account(s) of the Borrowers (the “Funding
Account”) to which the Administrative Agent is authorized by the Borrowers to transfer the proceeds of any Borrowings
requested or authorized pursuant to this Agreement.


 


(i)          Customer
List. The Administrative Agent shall have received a true and complete customer list for each Borrower and its Subsidiaries,
which list shall state the customer’s name, mailing address and phone number.


 


(j)          Collateral
Access and Control Agreements. The Administrative Agent shall have received (i) each Collateral Access Agreement required to
be provided pursuant to Section 4.13 of the Security Agreement and (ii) each Deposit Account Control Agreement required to be provided
pursuant to Section 4.14 of the Security Agreement.


 


(k)          Solvency.
The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective Date.


 




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(l)          Borrowing
Base Certificate. The Administrative Agent shall have received a Borrowing Base Certificate which calculates the Borrowing
Base as of a period requested by the Administrative Agent.


 


(m)          Closing
Availability. After giving effect to all Borrowings to be made on the Effective Date, the issuance of any Letters of Credit
on the Effective Date and the payment of all fees and expenses due hereunder, and with all of the Loan Parties’ indebtedness,
liabilities, and obligations current, the Excess Availability shall not be less than $15,000,000 based on the Borrowing Base Certificate
delivered pursuant to Section 4.01(l) above.


 


(n)          [Intentionally
omitted.]


 


(o)          Filings,
Registrations and Recordings. Each document (including any Uniform Commercial Code financing statement) required by the
Collateral Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order
to create in favor of the Administrative Agent, for the benefit of itself, the Lenders and the other Secured Parties, a perfected
Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly
permitted by Section 6.02), shall be in proper form for filing, registration or recordation.


 


(p)          [Intentionally
omitted.]


 


(q)          Letter
of Credit Application. If a Letter of Credit is requested to be issued on the Effective Date, the Administrative Agent shall
have received a properly completed letter of credit application (whether standalone or pursuant to a master agreement, as applicable).


 


(r)          Tax
Withholding. The Administrative Agent shall have received a properly completed and signed IRS Form W-8 or W-9, as applicable,
for each Loan Party.


 


(s)          Approvals.
(i) All governmental and third party approvals reasonably necessary in connection with the financing contemplated hereby and the
continuing operations of the Company and its Subsidiaries (including shareholder approvals, if applicable) shall have been obtained
on terms satisfactory to Administrative Agent and shall be in full force and effect, and all applicable waiting periods shall have
expired without any action being taken or threatened by any competent authority that would restrain, prevent or otherwise impose
adverse conditions on any of the transactions contemplated hereby; and (ii) there are no injunctions or temporary restraining order
which, in the judgment of the Administrative Agent, would prohibit the financing contemplated hereby.


 


(t)          Corporate
Structure. The corporate structure, capital structure and other material debt instruments, material accounts and governing
documents of the Borrowers and their Affiliates shall be acceptable to the Administrative Agent in its sole discretion.


 


(u)          Field
Examination. The Administrative Agent or its designee shall have conducted a field examination of the Loan Parties’ Accounts,
Inventory and related working capital matters and of the Loan Parties’ related data processing and other systems, the results
of which shall be satisfactory to the Administrative Agent in its sole discretion.


 




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(v)         Legal
Due Diligence. The Administrative Agent and its counsel shall have completed all legal due diligence, the results of which
shall be satisfactory to Administrative Agent in its sole discretion.


 


(w)          Appraisal.
The Administrative Agent shall have received an appraisal of the Borrowers’ Inventory from one or more firms satisfactory
to the Administrative Agent, which appraisal shall be satisfactory to the Administrative Agent in its sole discretion.


 


(x)          USA
PATRIOT Act, Etc. (i) The Administrative Agent shall have received, at least five (5) days prior to the Effective Date, all
documentation and other information regarding the Loan Parties requested in connection with applicable “know your customer”
and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of the Loan
Parties at least ten (10) days prior to the Effective Date, and (ii) to the extent any Borrower qualifies as a “legal entity
customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the Effective Date, any Lender that
has requested, in a written notice to the Borrowers at least ten (10) days prior to the Effective Date, a Beneficial Ownership
Certification in relation to each Borrower shall have received such Beneficial Ownership Certification (provided that, upon the
execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall
be deemed to be satisfied).


 


(y)          Other
Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank,
any Lender or their respective counsel may have reasonably requested.


 


The Administrative Agent shall notify the
Borrowers, the Lenders and the Issuing Bank of the Effective Date, and such notice shall be conclusive and binding.


 


SECTION 4.02.    Each
Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing,
and of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following
conditions:


 


(a)          The
representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects
with the same effect as though made on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension
of such Letter of Credit, as applicable (it being understood and agreed that any representation or warranty which by its terms
is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date,
and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct
in all respects, subject to such materiality qualifier).


 


(b)          At
the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter
of Credit, as applicable, (i) no Default shall have occurred and be continuing and (ii) no Protective Advance shall be outstanding.


 


(c)          After
giving effect to any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit, Availability shall not
be less than zero.


 




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Each Borrowing and each issuance, amendment,
renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the Borrowers on the
date thereof as to the matters specified in paragraphs (a), (b), and (c) of this Section.


 


ARTICLE
V



Affirmative Covenants


 


Until all of the Secured
Obligations have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all
of the other Loan Parties, with the Lenders that:


 


SECTION 5.01.   Financial
Statements; Borrowing Base and Other Information. The Borrowers will furnish to the Administrative Agent:


 


(a)          within
ninety (90) days after the end of each fiscal year of the Company, the Company’s audited consolidated balance sheet
and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth
in each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of
recognized national standing (without a “going concern” or like qualification, commentary or exception and without
any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present
fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied, accompanied by any management letter prepared by said accountants;


 


(b)          [Intentionally
Omitted];


 


(c)          within
twenty (20) days after the end of each fiscal month of the Company, its consolidated and consolidating balance sheet and related
statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal month and the then elapsed
portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods
of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the
Borrower Representative as presenting fairly in all material respects the financial condition and results of operations of the
Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of footnotes;


 


(d)          concurrently
with any delivery of financial statements under clause (a) or (c) above, a certificate of a Financial Officer of the Borrower
Representative in substantially the form of Exhibit C (i) certifying, in the case of the financial statements delivered
under clause (c), as presenting fairly in all material respects the financial condition and results of operations of the Company
and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end
audit adjustments and the absence of footnotes, (ii) certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably
detailed calculations of the Fixed Charge Coverage Ratio demonstrating compliance with Section 6.13 and (iv) stating
whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred
to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements
accompanying such certificate;


 




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(e)          [intentionally
omitted];


 


(f)          no
later than 60 days after the end of each fiscal year of the Company, a copy of the plan and forecast (including a projected consolidated
and consolidating balance sheet, income statement and cash flow statement) of the Company, in each case, for each month of the
upcoming fiscal year (the “Projections”) in form reasonably satisfactory to the Administrative Agent;


 


(g)          as
soon as available but in any event within 20 days of the end of each calendar month (and within 3 Business Days of the end of each
calendar week which ends during a Trigger Period), and at such other times as may be requested by the Administrative Agent during
any Event of Default, as of the period then ended, a Borrowing Base Certificate and supporting information in connection therewith,
together with any additional reports with respect to the Borrowing Base as the Administrative Agent may reasonably request;


 


(h)          as
soon as available but in any event within 20 days of the end of each calendar month (and within 3 Business Days of the end of each
calendar week which ends during a Trigger Period), and at such other times as may be requested by the Administrative Agent during
any Event of Default, as of the period then ended, all delivered electronically in a text formatted file reasonably acceptable
to the Administrative Agent;


 


(i)          a
detailed aging of the Borrowers’ Accounts, including all invoices aged by invoice date and due date (with an explanation
of the terms offered if requested by the Administrative Agent), prepared in a manner reasonably acceptable to the Administrative
Agent, together with a summary specifying the name, address, and balance due for each Account Debtor;


 


(ii)         a
schedule detailing the Borrowers’ Inventory, in form satisfactory to the Administrative Agent, (1) by location (showing Inventory
in transit, any Inventory located with a third party under any consignment, bailee arrangement, or warehouse agreement), by class
(raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at
the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent has
previously indicated to the Borrower Representative are deemed by the Administrative Agent to be appropriate, and (2) including
a report of any variances or other results of Inventory counts performed by the Borrowers since the last Inventory schedule (including
information regarding sales or other reductions, additions, returns, credits issued by Borrowers and complaints and claims made
against the Borrowers); and


 


(iii)        a
worksheet of calculations prepared by the Borrowers to determine Eligible Accounts and Eligible Inventory, such worksheets detailing
the Accounts and Inventory excluded from Eligible Accounts and Eligible Inventory and the reason for such exclusion;


 




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(i)          as
soon as available but in any event within 20 days of the end of each calendar month and at such other times as may be requested
by the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable to the
Administrative Agent, a reconciliation of the Borrowers’ Accounts and Inventory between (A) the amounts shown in the Borrowers’
general ledger and financial statements and the reports delivered pursuant to clauses (h)(i) and (h)(ii) above and (B) the amounts
and dates shown in the reports delivered pursuant to clauses (h)(i) and (h)(ii) above and the Borrowing Base Certificate delivered
pursuant to clause (g) above as of such date;


 


(j)          as
soon as available but in any event within 20 days of the end of each calendar month and at such other times as may be requested
by the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable to the
Administrative Agent, a reconciliation of the loan balance per the Borrowers’ general ledger to the loan balance under this
Agreement;


 


(k)          as
soon as available but in any event within 20 days of the end of each calendar month, and at such other times as may be requested
by the Administrative Agent, as of the month then ended, a schedule and aging of the Borrowers’ accounts payable, delivered
electronically in a text formatted file acceptable to the Administrative Agent;


 


(l)           [intentionally
omitted];


 


(m)         promptly
upon the Administrative Agent’s request:


 


(i)          copies
of invoices issued by the Borrowers in connection with any Accounts, credit memos, shipping and delivery documents, and other information
related thereto;


 


(ii)         copies
of purchase orders, invoices, and shipping and delivery documents in connection with any Inventory or Equipment purchased by any
Loan Party; and


 


(iii)        a
schedule detailing the balance of all intercompany accounts of the Loan Parties;


 


(n)          if
requested by the Administrative Agent, as of the period then ended, the Borrowers’ sales journal, cash receipts journal (identifying
trade and non-trade cash receipts) and debit memo/credit memo journal;


 


(o)          as
soon as possible and in any event within 20 days of filing thereof, copies of all tax returns filed by any Loan Party with the
U.S. Internal Revenue Service;


 


(p)          as
soon as available but in any event within 20 days of the end of each calendar month, copies of bank statements for each Deposit
Account not maintained with the Administrative Agent, and which is located in Canada and is not an Excluded Account (as defined
in the Security Agreement);


 




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(q)          if
requested by the Administrative Agent, as of the period then ended, a detailed listing of all intercompany loans made by the Loan
Parties during such prior period;


 


(r)          promptly
after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed
by any Loan Party or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the
SEC, or with any national securities exchange, or distributed by any Borrower to its shareholders generally, as the case may be;
provided that any filings available on EDGAR shall be deemed delivered to the Administrative Agent;


 


(s)          promptly
after any request therefor by the Administrative Agent or any Lender, copies of (i) any documents described in Section 101(k)(1)
of ERISA that any Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan and (ii) any notices described
in Section 101(l)(1) of ERISA that any Borrower or any ERISA Affiliate may request with respect to any Multiemployer Plan; provided
that if a Borrower or any ERISA Affiliate has not requested such documents or notices from the administrator or sponsor of the
applicable Multiemployer Plan, the applicable Borrower or the applicable ERISA Affiliate shall promptly make a request for such
documents and notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after
receipt thereof;


 


(t)          promptly
following any request therefor, (x) such other information regarding the operations, changes in ownership of Equity Interests,
business affairs and financial condition of any Loan Party or any Subsidiary, or compliance with the terms of this Agreement, as
the Administrative Agent or any Lender may reasonably request, and (y) information and documentation reasonably requested by the
Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering
rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation;


 


(u)          The
Loan Parties acknowledge that the Administrative Agent may order, at the Borrower’s expense (which shall be limited to once
per annum if no Event of Default has occurred and is continuing), periodic certificates of good standing or the substantive equivalent
available in the jurisdictions of incorporation, formation or organization for each Loan Party from the appropriate governmental
officer such jurisdiction; and


 




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(v)         The
Loan Parties hereby acknowledge that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders
and the Issuing Bank materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on the Platform and (b) certain of the Lenders (each, a “Public
Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrowers
or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons’ securities (such personnel, the “Public Side Personnel”). The
Loan Parties hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials
that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked
“PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page
thereof; (x) by marking Borrower Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative
Agent, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing any material non-public information
(although it may be sensitive and proprietary) with respect to the Loan Parties or their securities for purposes of United States
Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall
be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent shall be entitled
to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Loan Parties shall be under no
obligation to mark any Borrower Materials “PUBLIC”. Furthermore, each Public Lender agrees to cause at least one individual
at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation
on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such
Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make
reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform
and that may contain material non-public information with respect to the Loan Parties or their securities for purposes of United
States Federal or state securities laws; provided that such individual with access to the “Private Side Information”
shall not share such information with the Public Side Personnel.


 


SECTION 5.02.    Notices
of Material Events. The Borrowers will furnish to the Administrative Agent prompt (but
in any event within any time period that may be specified below) written notice of the following:


 


(a)          the
occurrence of any Default;


 


(b)          receipt
of any notice of any investigation by a Governmental Authority or any litigation or proceeding commenced or threatened in writing
against any Loan Party or any Subsidiary that (i) seeks damages in excess of $1,500,000, (ii) seeks injunctive relief that could
reasonably be expected to have a Material Adverse Effect, (iii) is asserted or instituted against any Plan, its fiduciaries or
its assets and asserts liability on the part of any Loan Party or Subsidiary in excess of $1,000,000, (iv) alleges criminal misconduct
by any Loan Party or any Subsidiary, (v) alleges the violation of, or seeks to impose remedies under, any Environmental Law or
related Requirement of Law, or seeks to impose Environmental Liability, in each case that could reasonably be expected to have
a Material Adverse Effect, (vi) asserts liability on the part of any Loan Party or any Subsidiary in excess of $1,000,000 in respect
of any tax, fee, assessment, or other governmental charge, or (vii) involves any material product recall;


 


(c)          any
Lien (other than Permitted Encumbrances) or claim made or asserted against any of the Collateral for an amount in excess of $500,000;


 


(d)          any
loss, damage, or destruction to the Collateral in the amount of $500,000 or more, whether or not covered by insurance;


 




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(e)          within
three (3) Business Days of receipt thereof, any and all written default notices received under or with respect to any leased location
or public warehouse where Collateral included in the Borrowing Base with value of $250,000 or more is located;


 


(f)          all
material amendments to Material Indebtedness or Subordinated Indebtedness, together with a copy of each such amendment;


 


(g)          if
requested by the Administrative Agent, any Loan Party entering into a Swap Agreement (or an amendment thereto), together with (if
requested by the Administrative Agent) copies of all agreements evidencing such Swap Agreement or amendment;


 


(h)          the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in liability of the Loan Parties and their Subsidiaries in an aggregate amount exceeding $1,000,000; and


 


(i)           any
other development that results, or could reasonably be expected to result in, a Material Adverse Effect; and


 


(j)           any
change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change
to the list of beneficial owners identified in such certification.


 


Each notice delivered under this Section
shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth
the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


 


SECTION 5.03.    Existence;
Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or cause to be done all things necessary
to preserve, renew and keep in full force and effect (A) its legal existence and (B) except to the extent the failure to do so
could, individually or in the aggregate, not be reasonably expected to have a Material Adverse Effect, the rights, qualifications,
licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits material to the
conduct of its business (including licenses or permits issued, controlled, maintained or otherwise governed by the Bureau of Alcohol,
Tobacco, Firearms and Explosives of the United States’ Department of Justice), and maintain all requisite authority to conduct
its business in each jurisdiction in which its business is conducted, except to the extent the failure to do so could, individually
or in the aggregate, not be reasonably expected to have a Material Adverse Effect, provided that nothing in this Section 5.03
shall prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03, and (b) carry on and conduct
its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.


 


SECTION 5.04.   Payment
of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material Indebtedness and all
other material liabilities and obligations, including Taxes (other than Taxes in respect of which the aggregate liability does
not exceed $250,000), before the same shall become delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) such Loan Party or Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably
be expected to result in a Material Adverse Effect; provided, however, that each Loan Party will, and will cause
each Subsidiary to, remit withholding taxes and other payroll taxes to appropriate Governmental Authorities as and when claimed
to be due, notwithstanding the foregoing exceptions.


 




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SECTION 5.05.   Maintenance
of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all property material to the conduct
of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to do so could,
individually or in the aggregate, not be reasonably expected to have a Material Adverse Effect.


 


SECTION 5.06.    Books
and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep proper books of record and
account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities
and (b) permit any representatives designated by the Administrative Agent or any Lender (including employees of the Administrative
Agent, any Lender or any consultants, accountants, lawyers, agents and appraisers retained by the Administrative Agent), upon reasonable
prior notice, to visit and inspect its properties, to conduct at such Loan Party’s premises field examinations of such Loan
Party’s assets, liabilities, books and records, including examining and making extracts from its books and records, environmental
assessment reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested. Each Loan Party acknowledges that the Administrative
Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain Reports pertaining to each
Loan Party’s assets for internal use by the Administrative Agent and the Lenders. The Loan Parties shall be responsible for
the costs of expenses of one field examination during any 12-month period and one additional field examination (for the total of
two such field examinations during any 12-month period) which is commenced on any day that Excess Availability is less than 10%
of the Aggregate Revolving Commitment; provided, the Loan Parties shall be responsible for the costs and expenses of all
field examinations conducted while an Event of Default has occurred and is continuing.


 


SECTION 5.07.   Compliance
with Laws and Material Contractual Obligations. Except where the failure to do so could, individually or in the aggregate,
not be reasonably expected to have a Material Adverse Effect, each Loan Party will, and will cause each Subsidiary to, (i) comply
with each Requirement of Law applicable to it or its property (including without limitation Environmental Laws) and (ii) perform
in all material respects its obligations under material agreements to which it is a party. Each Loan Party will maintain in effect
and enforce policies and procedures designed to ensure compliance by such Loan Party, its Subsidiaries and their respective directors,
officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.


 




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SECTION 5.08.    Use
of Proceeds.


 


(a)          The
proceeds of the Loans and the Letters of Credit will be used only for financing the working capital needs of the Borrowers and
their Subsidiaries in the ordinary course of business, to refinance certain existing Indebtedness, to finance the 2018 Shareholder
Redemption, Restricted Payments of the Borrowers and their Subsidiaries permitted hereunder, and for other general corporate purposes
of the Borrowers and their Subsidiaries permitted hereunder. Notwithstanding the foregoing or anything else contained in this Agreement,
after the Effective Date, if the proceeds of the Loans are directly deposited into a deposit account of the Company by the Administrative
Agent or any Lender pursuant to this Agreement, the Company shall cause all of such proceeds to be contributed (by intercompany
loan or Equity Interest contribution) to a Borrower (other than the Company) in immediately available funds, other than any proceeds
used (i) in connection with ordinary course administrative, maintenance or other similar obligations, fees, costs or expenses associated
with the Company’s ownership of its Subsidiaries or the Company’s obligations under the Loan Documents, (ii) for nonconsensual
obligations imposed by operation of law, (iii) for ordinary course administrative or other similar obligations, fees, costs or
expenses with respect to the Company’s Equity Interests and existence (including payroll and other expenses with respect
to employees of the Company or taxes owed by the Company) and for other general corporate and working capital purposes consistent
with past practice, and (iv) to make investments permitted under Section 6.04(c) (other than to a Loan Party that is not a Borrower),
intercompany loans permitted under Section 6.04(d) (other than to a Loan Party that is not a Borrower) and Section 6.04(m),
and Restricted Payments permitted under Section 6.08(a)(iii). No part of the proceeds of any Loan and no Letter of Credit will
be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including
Regulations T, U and X.


 


(b)          No
Borrower will request any Borrowing or Letter of Credit, and no Borrower shall use, and each Borrower shall procure that its Subsidiaries
and its and their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of
Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything
else of value, to any Person in violation of any Anti-Corruption Laws, (b) for the purpose of funding, financing or facilitating
any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except to the extent permitted
for a Person required to comply with Sanctions, or (c) in any manner that would result in the violation of any Sanctions applicable
to any party hereto.


 


SECTION 5.09.   Accuracy
of Information. The Loan Parties will ensure that any information, including financial statements or other documents, furnished
to the Administrative Agent or the Lenders in connection with this Agreement or any other Loan Document or any amendment or modification
hereof or thereof or waiver hereunder or thereunder (other than projections, forward-looking information and information of a general
economic or industry specific nature), taken as a whole, contains no material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and
the furnishing of such information shall be deemed to be a representation and warranty by the Borrowers on the date thereof as
to the matters specified in this Section 5.09; provided that, with respect to projected financial information, the Loan
Parties will only ensure that such information was prepared in good faith based upon assumptions believed to be reasonable at the
time (it being understood that forecasts and projections are subject to contingencies and no assurance can be given that any forecast
or projection will be realized).


 




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SECTION 5.10.   Insurance.
Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and reputable carriers having a financial
strength rating of at least A- by A.M. Best Company (a) insurance in such amounts (with no greater risk retention) and against
such risks (including, without limitation: loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny, embezzlement,
and other criminal activities; business interruption; and general liability) and such other hazards, as is customarily maintained
by companies of established repute engaged in the same or similar businesses operating in the same or similar locations and (b)
all insurance required pursuant to the Collateral Documents. The Borrowers will furnish to the Lenders, upon request of the Administrative
Agent, information in reasonable detail as to the insurance so maintained. Furthermore, the Loan Parties will furnish to the Administrative
Agent, within (i) 60 days of the date hereof (or such later date as the Administrative Agent may agree in its Permitted Discretion),
loss payable and additional insured insurance endorsements with respect to the property and general liability insurance policies
required to be maintained pursuant to the Loan Documents, in form and substance satisfactory to the Administrative Agent in its
Permitted Discretion and (ii) 5 days of the date hereof (or such later date as the Administrative Agent may agree in its Permitted
Discretion), insurance certificates with respect to the insurance policies required to be maintained pursuant to the Loan Documents,
in each case, in form and substance satisfactory to the Administrative Agent in its Permitted Discretion.


 


SECTION 5.11.   Casualty
and Condemnation. The Borrowers will (a) furnish to the Administrative Agent prompt written notice of any casualty or other
insured damage to any material portion of the Collateral or the commencement of any action or proceeding for the taking of any
material portion of the Collateral or interest therein under power of eminent domain or by condemnation or similar proceeding and
(b) ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation awards or otherwise)
are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral Documents.


 


SECTION 5.12.    Appraisals.


 


(a) At any time that
the Administrative Agent requests, each Loan Party will provide the Administrative Agent with appraisals or updates thereof of
its Inventory from an appraiser selected and engaged by the Administrative Agent, and prepared on a basis satisfactory to the Administrative
Agent, such appraisals and updates to include, without limitation, information required by any applicable Requirement of Law. The
Loan Parties shall be responsible for the costs and expenses of one Inventory appraisal during any 12-month period. Additionally,
there shall be no limitation on the number or frequency of Inventory appraisals if an Event of Default has occurred and is continuing,
and the Loan Parties shall be responsible for the costs and expenses of any such appraisals conducted while an Event of Default
has occurred and is continuing.


 


(b) The Loan Parties
shall be responsible for one-third of the costs and expenses of the Initial Trademark Appraisal and all of the costs and expenses
of each Reset Trademark Appraisal.


 




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SECTION 5.13.    Depository
Banks. On and after the date that is 60 days immediately following the Effective Date (or such later date as may be agreed
to by the Administrative Agent in its sole discretion), each Borrower and each other Loan Party will maintain the Administrative
Agent as its principal depository bank, including for the maintenance of operating, administrative, cash management, collection
activity and other deposit accounts for the conduct of its business; provided that the Loan Parties shall not be required to satisfy
the foregoing requirements with respect to any Deposit Account that is an Excluded Account (as defined in the Security Agreement).


 


SECTION 5.14.    Additional
Collateral; Further Assurances.


 


(a)          Subject
to applicable Requirement of Law, each Loan Party will cause each Subsidiary formed or acquired after the date of this Agreement
to become a Loan Party by executing a Joinder Agreement; provided, however, that no Foreign Subsidiary (or any Subsidiary
thereof) shall be required to become a Loan Party hereunder to the extent doing so could reasonably be expected to result in material
adverse tax consequences to the Loan Parties. Upon execution and delivery thereof, each such Person (i) shall automatically become
a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under
the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other
Secured Parties, in any property of such Loan Party which constitutes Collateral.


 


(b)          Each
Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its directly-owned Domestic Subsidiaries
and (ii) 65% (or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences to
the Loan Parties) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
in each directly-owned Subsidiary that is a Foreign Subsidiary to, in each case, be subject at all times to a first priority, perfected
Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant
to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.


 


(c)          Without
limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and
delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further
actions (including the filing and recording of financing statements and other documents and such other actions or deliveries of
the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative
Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents
and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and
substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.


 




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(d)          If
any assets constituting Collateral are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral
under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower
Representative will (i) notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent or
the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each
applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant
and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.


 


SECTION 5.15.    Post-Closing.
Within 7 Business Days of the Effective Date (or such longer period as agreed to by Administrative Agent in its sole discretion),
the Administrative Agent shall have received (i) the certificates representing the Equity Interests pledged pursuant to the Security
Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the
pledgor thereof (other than with respect to PIEPS SERVICE, LLC, EMBER SCANDINAVIA AB, and BLACK DIAMOND SPORTING EQUIPMENT (ZFTZ)
CO. LTD., so long as, in each case such entities are dissolved or in the process of being liquidated and dissolved in accordance
with the terms of this Agreement) and (ii) each promissory note (if any) pledged to the Administrative Agent pursuant to the Security
Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof.


 


ARTICLE
VI



Negative Covenants


 


Until all of the Secured
Obligations have been Paid in Full, each Loan Party executing this Agreement covenants and agrees, jointly and severally with all
of the other Loan Parties, with the Lenders that:


 


SECTION 6.01.    Indebtedness.
No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or suffer to exist any Indebtedness, except:


 


(a)          the
Secured Obligations;


 


(b)          Indebtedness
existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals, refinancings and replacements
of any such Indebtedness in accordance with clause (f) hereof;


 


(c)          Indebtedness
of any Loan Party to any Subsidiary or any other Loan Party and of any Subsidiary to any Loan Party or any other Subsidiary, provided
that (i) Indebtedness of any Subsidiary that is not a Loan Party to any Loan Party shall be subject to the limitations set forth
in Section 6.04 and (ii) Indebtedness of any Loan Party to any Subsidiary that is not a Loan Party shall be subordinated to the
Secured Obligations on terms reasonably satisfactory to the Administrative Agent;


 


(d)          Guarantees
by any Loan Party of Indebtedness of any Subsidiary or another Loan Party and by any Subsidiary of Indebtedness of any Loan Party
or any other Subsidiary, provided that (i) the Indebtedness so Guaranteed is permitted by this Section 6.01, (ii) Guarantees
by any Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be subject to the limitations set forth in Section
6.04 and (iii) Guarantees permitted under this clause (d) shall be subordinated to the Secured Obligations on the same terms as
the Indebtedness so Guaranteed is subordinated to the Secured Obligations (if such Indebtedness is so subordinated to the Secured
Obligations);


 




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(e)          Indebtedness
of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets
(whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) below; provided that (i) such Indebtedness
is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (ii) the
aggregate principal amount of Indebtedness permitted by this clause (e) together with any Refinance Indebtedness in respect thereof
permitted by clause (f) below, shall not exceed $10,000,000 at any time outstanding;


 


(f)          Indebtedness
which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or
replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses
(b) and (e) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that
(i) such Refinance Indebtedness does not increase the principal amount or interest rate of the Original Indebtedness (except in
an amount equal to prepayment premiums, customary fees, customary expenses or similar customary amounts payable in respect thereof),
provided that any interest rate may be increased in an amount equal to the greater of (A) an additional 4% and (B) such rates as
may be prevailing under relevant market conditions, (ii) any Liens securing such Refinance Indebtedness are not extended to any
additional property of any Loan Party or any Subsidiary, (iii) such Refinance Indebtedness does not result in a shortening of the
average weighted maturity of such Original Indebtedness, (iv) the terms of such Refinance Indebtedness other than fees and interest
are not, taken as a whole, less favorable to the obligor thereunder than the original terms of such Original Indebtedness, taken
as a whole, and (v) if such Original Indebtedness was subordinated in right of payment to the Secured Obligations, then the terms
and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to
the Administrative Agent and the Lenders as those that were applicable to such Original Indebtedness;


 


(g)          Indebtedness
owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or
liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary
course of business;


 


(h)          Indebtedness
of any Loan Party in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations, in each case
provided in the ordinary course of business;


 


(i)          Indebtedness
of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person
becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the
aggregate principal amount of Indebtedness permitted by this clause (i), together with any Refinance Indebtedness in respect thereof
permitted by clause (f) above, shall not exceed $5,000,000 at any time outstanding;


 




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(j)          other
unsecured Indebtedness in an aggregate principal amount not exceeding $10,000,000 at any time outstanding;


 


(k)          Subordinated
Indebtedness;


 


(l)          obligations
(contingent or otherwise) of any Loan Party or any Subsidiary existing or arising under any Swap Agreement; provided, that, such
obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating
risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a
“market view”;


 


(m)          unsecured
Indebtedness of the Company or its Subsidiaries in respect of Earn-Outs owing to sellers of assets or Equity Interests to such
Borrower or its Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions so long
as such unsecured Indebtedness is on terms and conditions reasonably acceptable to the Administrative Agent, including without
limitation, satisfactory subordination terms;


 


(n)          Indebtedness
owed to any Person providing property, casualty, liability, or other insurance to the Loan Parties, so long as the amount of such
Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance
for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year;


 


(o)          contingent
liabilities in respect of any indemnification obligation, adjustment of purchase price (including working capital adjustments),
non-compete, or similar obligation (for the avoidance of doubt, excluding any Earn-Outs) of Company or the applicable Subsidiary
incurred in connection with the consummation of one or more Permitted Acquisitions;


 


(p)          Indebtedness
representing deferred compensation owing to employees, directors and officers of the Company or any of its Subsidiaries in the
ordinary course of business;


 


(q)          other
Indebtedness so long as (i) the aggregate principal amount of the Indebtedness outstanding at any time pursuant to this clause
(q) does not exceed $5,000,000 and (ii) such Indebtedness is not secured by any Liens other than as permitted under Section 6.02(i);
and


 


(r)          Indebtedness
of any non-Loan Party Foreign Subsidiary; provided, that such Indebtedness is not directly or indirectly recourse to any
of the Loan Parties or their respective assets.


 


SECTION 6.02.         Liens.
No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or
asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including Accounts) or rights in respect
of any thereof, except:


 




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(a)          Liens
created pursuant to any Loan Document;


 


(b)          Permitted
Encumbrances;


 


(c)          any
Lien on any property or asset of any Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02;
provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary or any other Borrower
or Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof, and extensions, renewals
and replacements thereof that do not increase the outstanding principal amount thereof;


 


(d)          Liens
on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such
Liens secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such Liens and the Indebtedness secured
thereby are incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement,
(iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed
or capital assets and (iv) such Liens shall not apply to any other property or assets of such Borrower or Subsidiary or any
other Borrower or Subsidiary;


 


(e)          any
Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower or
any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party
after the date hereof prior to the time such Person becomes a Loan Party; provided that (i) such Lien is not created
in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such
Lien shall not apply to any other property or assets of the Loan Party and (iii) such Lien shall secure only those obligations
which it secures on the date of such acquisition or the date such Person becomes a Loan Party, as the case may be;


 


(f)          Liens
of a collecting bank arising in the ordinary course of business under Section 4-208 of the UCC in effect in the relevant jurisdiction
covering only the items being collected upon;


 


(g)          Liens
arising out of Sale and Leaseback Transactions permitted by Section 6.06;


 


(h)          Liens
granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed
by such Subsidiary;


 


(i)          Liens
solely on Equipment and/or real property (and fixtures thereon); provided that such Liens secure solely Indebtedness permitted
by clause (q) of Section 6.01 and the Loan Parties provide or cause to be provided an access agreement with respect to such
Equipment and/or real property (and fixtures thereon), in form and substance satisfactory to the Administrative Agent in its Permitted
Discretion;


 


(j)          Liens
granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums
to the extent the financing is permitted under Section 6.01;


 




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(k)          purported
Liens evidenced by the filing of a precautionary UCC-1 financing statement relating solely to operating leases of equipment;


 


(l)          leases,
licenses, subleases or sublicenses of real property or equipment granted to others in the ordinary course of business which do
not (i) interfere in any material respect with the business of any Borrower and its Subsidiaries, taken as a whole, or (ii) secure
any Indebtedness;


 


(m)          Liens
solely encumbering Equity Interests issued by a joint venture that is not a Subsidiary and arising under rights of first offer,
rights of first refusal, tag-along rights, drag-along rights, and other customary restrictions on the transfer of such Equity Interests
contained in organizational documents governing the terms of such joint venture to which a Loan Party is a party or by which such
Person is bound;


 


(n)          licenses
of Intellectual Property permitted by Section 6.05;


 


(o)          Liens
on any cash earnest money deposit, escrow arrangements or similar arrangements made by any Borrower or any Subsidiary in connection
with any letter of intent or acquisition agreement with respect to a Permitted Acquisition;


 


(p)          any
interest or title of a lessor under any operating lease entered into by any Loan Party or any Subsidiary in the ordinary course
of business covering only the assets so leased;


 


(q)          Liens
in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods in the ordinary course of business;


 


(r)          other
Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations
secured thereby does not exceed $500,000; and


 


(s)          Liens
solely on the assets of any non-Loan Party Foreign Subsidiary; provided that such Liens secure solely Indebtedness permitted by
clause (r) of Section 6.01 and such Liens do not encumber any Equity Interests of such non-Loan Party Foreign Subsidiary
pledged by a Loan Party as Collateral pursuant to the Loan Documents.


 


Notwithstanding the foregoing, none of
the Liens permitted pursuant to this Section 6.02 may at any time attach to any Loan Party’s (1) Accounts, other than
those permitted under clause (a) of the definition of Permitted Encumbrances and clause (a) above, (2) the Black Diamond Trademark,
other than those permitted under clause (a) of the definition of Permitted Encumbrances and clause (a) and (n) above, and
(3) Inventory, other than those permitted under clauses (a) and (b) of the definition of Permitted Encumbrances and clause (a)
above.


 




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SECTION 6.03.   Fundamental
Changes. (a) No Loan Party will, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or
permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and
immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any Subsidiary of any
Borrower may merge into a Borrower in a transaction in which such Borrower (or the Company if multiple Borrowers are involved)
is the surviving entity, (ii) any Loan Party (other than a Borrower) may merge into any other Loan Party in a transaction
in which the surviving entity is a Loan Party, (iii) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan
Party which owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interests of such
Loan Party and is not materially disadvantageous to the Lenders, (iv) any Loan Party (other than a Borrower) may liquidate or dissolve
if all of the assets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party are transferred
to a Loan Party that is not liquidating or dissolving and (v) the Company and is Subsidiaries may merge or consolidate with a target
in connection with a Permitted Acquisition so long as any merger or consolidation to which a Loan Party is a party, such Loan Party
shall be the surviving entity; provided that any such merger involving a Person that is not a wholly owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section 6.04.


 


(b)          No
Loan Party will, nor will it permit any Subsidiary to, engage in (including, without limitation, by the making of any investment
in, acquisition of or loan to any Person that would otherwise be permitted under the Loan Documents) any business other than (I)
businesses in which the Loan Parties are engaged on the Effective Date, (II) businesses that are reasonably similar, ancillary,
or complementary or a line of business that is a reasonable extension, development or expansion, in each case, solely to the businesses
that Black Diamond is engaged on the Effective Date, and (III) businesses otherwise approved by the Administrative Agent in its
sole discretion.


 


(c)          The
Company will not engage in any business or activity other than the ownership of all the outstanding Equity Interests of its Subsidiaries
and activities incidental thereto. The Company will not own or acquire any assets (other than Equity Interests of its Subsidiaries,
the cash proceeds of any Restricted Payments permitted by Section 6.08, investments permitted under clause (ii) to the proviso
to Section 6.04(c) and intercompany loans permitted under clause (A) to the proviso to Section 6.04(d), Section 6.04(m) and Section
6.04(n)) or incur any liabilities (other than liabilities under the Loan Documents and liabilities reasonably incurred in connection
with its maintenance of its existence).


 


(d)          No
Loan Party will, nor will it permit any Subsidiary to, change its fiscal year from the basis in effect on the Effective Date.


 


(e)          No
Loan Party will change the accounting basis upon which its financial statements are prepared unless consistent with GAAP.


 


(f)          No
Loan Party will change the tax filing elections it has made under the Code.


 


SECTION 6.04.   Investments,
Loans, Advances, Guarantees and Acquisitions. No Loan Party will, nor will it permit any Subsidiary to, form any subsidiary
after the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party
and a wholly owned Subsidiary prior to such merger) any evidences of Indebtedness or Equity Interests or other securities (including
any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee
any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through
purchase of assets, merger or otherwise), except:


 




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(a)          Permitted
Investments, subject to control agreements in favor of the Administrative Agent for the benefit of the Secured Parties or otherwise
subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Secured Parties;


 


(b)          investments
in existence on the date hereof and described in Schedule 6.04;


 


(c)          investments
by the Loan Parties and their Subsidiaries in Equity Interests in their respective Subsidiaries, provided that, in each
case, (i) any such Equity Interests held by a Loan Party shall be pledged pursuant to the Security Agreement (subject to the
limitations applicable to Equity Interests of a Foreign Subsidiary referred to in Section 5.14), (ii) the aggregate amount
of investments by Loan Parties in Subsidiaries that are not Loan Parties (together, in each case, with outstanding intercompany
loans permitted under clause (A) to the proviso to Section 6.04(d) and outstanding Guarantees permitted under the proviso
to Section 6.04(e)) shall not exceed $1,000,000 at any time outstanding (in each case determined without regard to any write-downs
or write-offs) and (iii) no such investments into a non-Loan Party may be made while a Default is continuing or would result therefrom;


 


(d)          loans
or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to a Loan Party or any other Subsidiary, provided
that (A) the amount of such loans and advances made by Loan Parties to non-Loan Parties (together, in each case, with outstanding
investments permitted under clause (ii) to the proviso to Section 6.04(c) and outstanding Guarantees permitted under the proviso
to Section 6.04(e)) shall not exceed $1,000,000 at any time outstanding (in each case determined without regard to any write-downs
or write-offs) and (B) no such loans or advances may be made to a non-Loan Party while any Default is continuing or would result
therefrom;


 


(e)          Guarantees
constituting Indebtedness permitted by Section 6.01, provided that the aggregate principal amount of Indebtedness of Subsidiaries
that are not Loan Parties that is Guaranteed by any Loan Party shall (together, in each case, with outstanding investments permitted
under clause (ii) to the proviso to Section 6.04(c) and outstanding intercompany loans permitted under clause (A) to the proviso
to Section 6.04(d)) shall not exceed $1,000,000 at any time outstanding (in each case determined without regard to any write-downs
or write-offs);


 


(f)          loans
or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past
practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $1,000,000 in the aggregate
at any one time outstanding;


 


(g)          notes
payable, or stock or other securities issued by Account Debtors to a Loan Party pursuant to negotiated agreements with respect
to settlement of such Account Debtor’s Accounts in the ordinary course of business, consistent with past practices;


 


(h)          investments
in the form of Swap Agreements permitted by Section 6.07;


 




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(i)          investments
of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or
any of the Subsidiaries (including in connection with a Permitted Acquisition) so long as such investments were not made in contemplation
of such Person becoming a Subsidiary or of such merger;


 


(j)          investments
received in connection with the disposition of assets permitted by Section 6.05;


 


(k)          Permitted
Acquisitions;


 


(l)          any
other investments (other than an Acquisition) subject to the satisfaction of the Payment Conditions;


 


(m)          Indebtedness
owing by Black Diamond Austria GmbH, formerly known as ADMIN BG Holding GmbH, a company organized under the laws of Austria, to
the Company, formerly known as Black Diamond, Inc., evidenced by that certain Amended and Restated Intercompany Debt Agreement,
dated as of May 31, 2018, by and between the Company and Black Diamond Austria GmbH, as disclosed to the Administrative Agent prior
to the Effective Date (or as subsequently amended, restated, replaced or refinanced so long as such amendment, restatement, replacement
or refinancing is consented to by the Administrative Agent in its Permitted Discretion, such consent not to be unreasonably withheld,
delayed or conditioned if the debt amount, maturity, amortization and interest rate as set forth therein is not less favorable
to the Lenders than the debt amount, maturity, amortization and interest rate existing on the date hereof) (the “Austria
GmbH Debt Agreement”), in an aggregate amount not to exceed €10,000,000 at any time outstanding; provided
that (i) no loans or advances may be made by the Company to Black Diamond Austria GmbH pursuant to the Austria GmbH Debt Agreement
while any Default is continuing or that would result therefrom and (ii) Black Diamond Austria GmbH may assign the Austria GmbH
Debt Agreement (and the Indebtedness owing thereunder) to a non-Loan Party Foreign Subsidiary of the Company approved by the Administrative
Agent in its Permitted Discretion;


 


(n)          Indebtedness
owing by Black Diamond Equipment Europe GmbH, a company organized under the laws of Austria, to Black Diamond, evidenced by that
certain Amended and Restated Intercompany Debt Agreement, dated as of May 31, 2018, by and between Black Diamond Equipment Europe
GmbH and Black Diamond, as disclosed to the Administrative Agent prior to the Effective Date (or as subsequently amended, restated,
replaced or refinanced so long as such amendment, restatement, replacement or refinancing is consented to by the Administrative
Agent in its Permitted Discretion, such consent not to be unreasonably withheld, delayed or conditioned if the debt amount, maturity,
amortization and interest rate as set forth therein is not less favorable to the Lenders than the debt amount, maturity, amortization
and interest rate existing on the date hereof) (the “Equipment AG Debt Agreement”), in an aggregate amount not
to exceed 6 million Swiss Francs at any time outstanding; provided that (i) no loans or advances may be made by Black Diamond
to Black Diamond Equipment Europe GmbH pursuant to the Equipment AG Debt Agreement while any Default is continuing or that would
result therefrom and (ii) Black Diamond Equipment Europe GmbH may assign the Equipment AG Debt Agreement (and the Indebtedness
owing thereunder) to a non-Loan Party Foreign Subsidiary of the Company approved by the Administrative Agent in its Permitted Discretion;


 




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(o)          investments
constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;
and


 


(p)          investments
(other than an Acquisition) to the extent funded exclusively with the identifiable cash proceeds from an issuance of Equity Interests
by the Company (net of the payment of, or provision for, all underwriter fees and expenses, SEC and blue sky fees, printing costs,
fees and expenses of accountants, lawyers and other professional advisors, brokerage commissions and other out-of-pocket fees and
expenses actually incurred in connection with such issuance of Equity Interests), which such issuance of Equity Interests is made
within the 180 consecutive days period (or such longer period as agreed to by the Administrative Agent in its Permitted Discretion)
immediately preceding the making of such investment.


 


SECTION 6.05.    Asset
Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer,
lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will any Borrower permit any Subsidiary
to issue any additional Equity Interest in such Subsidiary (other than to another Borrower or another Subsidiary in compliance
with Section 6.04), except:


 


(a)          sales,
transfers and dispositions of (i) Inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus
equipment or property in the ordinary course of business;


 


(b)          sales,
transfers and dispositions that are solely among: (i) Loan Parties or (ii) Subsidiaries that are not Loan Parties; provided
that, sales, transfers and dispositions from a Borrower to a Loan Party (other than a Borrower) shall not exceed an aggregate amount
of $750,000 during any calendar year.


 


(c)          sales,
transfers and dispositions of Accounts in connection with the compromise, settlement or collection thereof;


 


(d)          sales,
transfers and dispositions of or constituting Permitted Investments;


 


(e)          Sale
and Leaseback Transactions permitted by Section 6.06;


 


(f)          dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of any Borrower or any Subsidiary;


 


(g)          non-exclusive
licenses of Intellectual Property granted in the ordinary course of business (including, without limitation, customary non-exclusive
incidental licenses of Intellectual Property to retailers, distributors and websites, in the ordinary course of business and required
for the purposes of marketing the products of the Company and its Subsidiaries), provided that such licenses could not reasonably
be expected to materially diminish the net value of such Intellectual Property (after taking into account the reasonably anticipated
payments to be received in connection with the granting or performance of such licenses or the sales of products thereunder);


 




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(h)          a
true lease or sublease of real property that is no longer necessary or desirable to the business of any Loan Party or any Subsidiary
that does not materially interfere with the business of the Loan Parties and their Subsidiaries;


 


(i)          sales,
transfers and other dispositions of assets (other than Equity Interests in a Subsidiary, Accounts, Inventory or intellectual property
(including the Black Diamond Trademark)) that are not permitted by any other clause of this Section, provided that the aggregate
fair market value of all assets sold, transferred or otherwise disposed of in reliance upon this clause (i) shall not exceed $1,000,000
during any fiscal year of the Company;


 


(j)          sales,
transfers and other dispositions of assets of Foreign Subsidiaries that are not Loan Parties that are made for fair value; and


 


(k)          the
abandonment or the discontinuation of the use of any Intellectual Property (including any application or right to file any application
with respect thereto) that is not used in, useful to, or material to the business of the Company or its Subsidiaries, with the
prior written consent of the Administrative Agent in its sole discretion.


 


provided that all sales, transfers,
leases and other dispositions permitted hereby (other than those permitted by paragraphs (b), (e) (subject to the terms of
Section 6.06), (f), (g), (h), (j) and (k) above) shall be made for fair value and for at least 75% cash consideration.


 


SECTION 6.06.   Sale
and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly
or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned
or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the
same purpose or purposes as the property sold or transferred (a “Sale and Leaseback Transaction”), except for
any such sale of any fixed or capital assets by any Borrower or any Subsidiary that is made for not less than 50% cash consideration
and not less than the fair value of such fixed or capital asset and, unless otherwise waived by the Administrative Agent in its
Permitted Discretion, the Loan Parties provide or cause to be provided an access agreement with respect to such Equipment and/or
real property (and fixtures thereon), in form and substance satisfactory to the Administrative Agent in its Permitted Discretion.


 


SECTION 6.07.   Swap
Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement, except (a) Swap Agreements
entered into to hedge or mitigate risks to which any Borrower or any Subsidiary has actual exposure (other than those in respect
of Equity Interests of any Borrower or any of its Subsidiaries), and (b) Swap Agreements entered into in order to effectively cap,
collar or exchange interest rates (from floating to fixed rates, from one floating rate to another floating rate or otherwise)
with respect to any interest-bearing liability or investment of any Borrower or any Subsidiary.


 




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SECTION 6.08.    Restricted
Payments; Certain Payments of Indebtedness.


 


(a)          No
Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) each of the Loan Parties may declare
and pay dividends with respect to its common stock payable solely in additional shares of its common stock, and, with respect to
its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock, (ii) any Loan
Party may declare and pay dividends to any other Loan Party and any Subsidiary that is not a Loan Party may declare and pay dividends
to any Loan Party, (iii) the 2018 Shareholder Redemption, (iv) the Loan Parties may make Restricted Payments constituting dividends
by the Company to its shareholders subject to the satisfaction of the Dividend Condition, so long as (I) such Restricted Payment
is permitted under applicable law, (II) such Restricted Payment is made within the 60 day period immediately following the satisfaction
of such applicable Dividend Condition, (III) no Event of Default pursuant to clauses (a), (b), (h) or (i) of Article VII has occurred
and is continuing at the time of the making of such Restricted Payment, (IV) the aggregate amount of all Restricted Payments made
pursuant to this clause (iv) in each fiscal quarter of the Company does not exceed $1,000,000 and (V) no such Restricted Payment
is actually made prior to July 1, 2018, and (v) the Loan Parties may make other Restricted Payments subject to the satisfaction
of the Payment Conditions and so long as such Restricted Payments are permitted under applicable law.


 


(b)          No
Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness,
or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:


 


(i)          payment
of Indebtedness created under the Loan Documents;


 


(ii)         payment
of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01,
other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof;


 


(iii)        refinancings
of Indebtedness to the extent permitted by Section 6.01;


 


(iv)        payment
of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05; and


 


(v)         any
other payments of Indebtedness subject to the satisfaction of the Payment Conditions.


 


SECTION 6.09.   Transactions
with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise transfer any property or
assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with,
any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices
and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length
basis from unrelated third parties, (b) transactions between or among Loan Parties not involving any other Affiliate, (c) any
investment permitted by Sections 6.04(c), 6.04(d), 6.04(e), 6.04(m) or 6.04(n). (d) any Indebtedness permitted under Section
6.01(c) or 6.01(d), (e) any Restricted Payment permitted by Section 6.08, (f) loans or advances to employees permitted
under Section 6.04, (g) the payment of reasonable fees to directors of any Borrower or any Subsidiary who are not employees
of such Borrower or Subsidiary, and compensation, consulting fees, and employee benefit arrangements paid to, and indemnities provided
for the benefit of, directors, officers or employees or consultants of the Borrowers or their Subsidiaries in the ordinary course
of business or otherwise for fair market value and (h) any issuances of securities or other payments, awards or grants in cash,
securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved
by a Borrower’s board of directors.


 




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SECTION 6.10.    Restrictive
Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly, enter into, incur or permit to
exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of such Loan Party
or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary
to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to any
Borrower or any other Subsidiary or to Guarantee Indebtedness of any Borrower or any other Subsidiary; provided that (i)
the foregoing shall not apply to restrictions and conditions imposed by any Requirement of Law or by any Loan Document, (ii) the
foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.10
(but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction
or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to
the sale or acquisition of a Subsidiary pending such sale or acquisition, provided that such restrictions and conditions apply
only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iv) the foregoing shall not apply to restrictions
and conditions in any indenture, agreement, document, instrument or other arrangement relating to the assets or business of any
Subsidiary existing prior to the consummation of an acquisition in which such Subsidiary was acquired (and not created in contemplation
of such acquisition), (v) the foregoing shall not apply to customary provisions in joint venture agreements (and other similar
agreements) (provided that such provisions apply only to such joint venture and to Equity Interests in such joint venture), (vi)
clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness
permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness
and (vii) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment
thereof.


 


SECTION 6.11.     Amendment
of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under
(a) any agreement relating to any Subordinated Indebtedness or (b) its charter, articles or certificate of incorporation
or organization, by-laws, operating, management or partnership agreement or other organizational or governing documents, to the
extent any such amendment, modification or waiver would be materially adverse to the Lenders.


 




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SECTION 6.12.    Black
Diamond Trademark. The Loan Parties shall use all commercially reasonable efforts to maintain, defend and preserve the Black
Diamond Trademark and its value, usefulness, merchantability and marketability in a manner reasonably satisfactory to the Administrative
Agent, and shall not sell, assign, transfer, encumber or license the Black Diamond Trademark to any Person (other than Liens created
pursuant to the Loan Documents and other than licenses of Intellectual Property permitted by Section 6.05) without the prior
written consent of the Administrative Agent.


 


SECTION 6.13.      Fixed
Charge Coverage Ratio. Upon the occurrence and during the continuance of a Trigger Period, the Borrowers will not permit the
Fixed Charge Coverage Ratio to be less than 1.1 to 1.0 when measured, on a trailing twelve month basis, as of the end of: (a) the
last month immediately preceding the occurrence of such Trigger Period for which financial statements have most recently been delivered
pursuant to Section 5.01, and (b) each month for which financial statements are delivered pursuant to Section 5.01
during such Trigger Period.


 


ARTICLE
VII



Events of Default


 


If any of the following
events (“Events of Default”) shall occur:


 


(a)          the
Borrowers shall fail to pay any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and
as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;


 


(b)          the
Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause
(a) of this Article) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable;


 


(c)          any
representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with, this
Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in
any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any
other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been
materially incorrect when made or deemed made;


 


(d)          any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02(a), 5.03 (with
respect to a Loan Party’s existence), 5.08, 5.15 or in Article VI;


 


(e)          any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those
which constitute a default under another Section of this Article), and such failure shall continue unremedied for a period of (i)
5 days after the earlier of any Loan Party’s knowledge of such breach or notice thereof from the Administrative Agent
(which notice will be given at the request of any Lender) if such breach relates to terms or provisions of Section 5.01, 5.02 (other
than Section 5.02(a)), 5.03 through 5.07, 5.10, 5.11 or 5.13 of this Agreement or (ii) 15 days after the earlier of any Loan Party’s
knowledge of such breach or notice thereof from the Administrative Agent (which notice will be given at the request of any Lender)
if such breach relates to terms or provisions of any other Section of this Agreement;


 




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(f)          any
Loan Party or Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable;


 


(g)          any
event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables
or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness
or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall
not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing
such Indebtedness to the extent such sale or transfer is permitted by Section 6.05;


 


(h)          an
involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of a Loan Party or Subsidiary or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of
a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or Subsidiary or for a substantial
part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an
order or decree approving or ordering any of the foregoing shall be entered;


 


(i)          any
Loan Party or Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described
in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for such Loan Party or Subsidiary or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for
the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;


 


(j)          any
Loan Party or Subsidiary shall become unable, admit in writing its inability, or publicly declare its intention not to, or fail
generally to pay its debts as they become due;


 


(k)          (i)
one or more judgments for the payment of money in an aggregate amount in excess of $1,000,000 shall be rendered against any Loan
Party, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive
days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach
or levy upon any assets of any Loan Party or Subsidiary to enforce any such judgment; or (ii) any Loan Party or Subsidiary shall
fail within thirty (30) days to discharge one or more non-monetary judgments or orders which, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not stayed on
appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued;


 




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(l)          an
ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that
have occurred, could reasonably be expected to result in liability of the Borrowers and their Subsidiaries in an aggregate amount
exceeding $1,000,000 for all periods;


 


(m)          a
Change in Control shall occur;


 


(n)          the
occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the
terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace
therein provided;


 


(o)          the
Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the
Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty
to which it is a party, or shall give notice to such effect, including, but not limited to notice of termination delivered pursuant
to Section 10.08;


 


(p)          except
as permitted by the terms of any Collateral Document (i) any Collateral Document shall for any reason fail to create a valid security
interest in any Collateral purported to be covered thereby, or (ii) any Lien securing any Secured Obligation shall cease to be
a perfected, first priority Lien;


 


(q)          any
Collateral Document shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of any Collateral Document;


 


(r)          any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
(or any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action
or inaction that evidences its assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not
valid, binding and enforceable in accordance with its terms); or


 


(s)          any
Loan Party is criminally indicted or convicted under any law that may reasonably be expected to lead to a forfeiture of any property
of such Loan Party having a fair market value in excess of $1,000,000;


 




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then, and in every such event (other than
an event with respect to the Borrowers described in clause (h) or (i) of this Article), and at any time thereafter during the continuance
of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative,
take either or both of the following actions, at the same or different times:  (i) terminate the Revolving Commitments
(including the Swingline Commitment), whereupon the Revolving Commitments shall terminate immediately, (ii) declare the Loans
then outstanding to be due and payable in whole (or in part, but ratably as among the Classes of Loans and the Loans of each Class
at the time outstanding, in which case any principal not so declared to be due and payable may thereafter be declared to be due
and payable), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and
all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, in each case without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers, and (iii) require cash
collateral for the LC Exposure in accordance with Section 2.06(j) hereof; and in the case of any event with respect to the Borrowers
described in clause (h) or (i) of this Article, the Revolving Commitments (including the Swingline Commitment) shall automatically
terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest
thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, in each
case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers. Upon the
occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required
Lenders shall, increase the rate of interest applicable to the Loans and other Obligations as set forth in this Agreement and exercise
any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity, including all remedies
provided under the UCC.


 


ARTICLE
VIII



The Administrative Agent.


 


SECTION 8.01.    Appointment.
Each of the Lenders, on behalf of itself and any of its Affiliates that are Secured Parties and the Issuing Bank hereby irrevocably
appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf, including
execution of the other Loan Documents, and to exercise such powers as are delegated to the Administrative Agent by the terms of
the Loan Documents, together with such actions and powers as are reasonably incidental thereto. In addition, to the extent required
under the laws of any jurisdiction other than the U.S., each of the Lenders and the Issuing Bank hereby grants to the Administrative
Agent any required powers of attorney to execute any Collateral Document governed by the laws of such jurisdiction on such Lender’s
or Issuing Bank’s behalf. The provisions of this Article are solely for the benefit of the Administrative Agent and the
Lenders (including the Swingline Lender and the Issuing Bank), and the Loan Parties shall not have rights as a third party beneficiary
of any of such provisions. It is understood and agreed that the use of the term “agent” as used herein or in any other
Loan Documents (or any similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of
market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.


 


SECTION 8.02.     Rights
as a Lender. The bank serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as
a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such bank and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of business with any Loan Party or any Subsidiary or any
Affiliate thereof as if it were not the Administrative Agent hereunder.


 




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SECTION 8.03.     Duties
and Obligations. The Administrative Agent shall not have any duties or obligations except those expressly set forth in the
Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative
Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise as directed in writing
by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided
in Section 9.02), and, (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty
to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any Subsidiary
that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity. The Administrative
Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02)
or in the absence of its own gross negligence or willful misconduct as determined by a final nonappealable judgment of a court
of competent jurisdiction. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written
notice thereof is given to the Administrative Agent by the Borrower Representative or a Lender, and the Administrative Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other
terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, (v) the creation, perfection or priority of Liens on the Collateral
or the existence of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in
any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


SECTION 8.04.     Reliance.
The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or
sent by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed
by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


SECTION 8.05.     Actions
through Sub-Agents. The Administrative Agent may perform any and all of its duties and exercise its rights and powers by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform
any and all of its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions
of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided
for herein as well as activities as the Administrative Agent.


 




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SECTION 8.06.     Resignation.
Subject to the appointment and acceptance of a successor Administrative Agent as provided in this paragraph, the Administrative
Agent may resign at any time by notifying the Lenders, the Issuing Bank and the Borrower Representative. Upon any such resignation,
the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor shall have
been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders and
the Issuing Bank, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate
of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by its successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents. The fees
payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor, unless otherwise
agreed by the Borrowers and such successor. Notwithstanding the foregoing, in the event no successor Administrative Agent shall
have been so appointed and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent
gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation
to the Lenders, the Issuing Bank and the Borrowers, whereupon, on the date of effectiveness of such resignation stated in such
notice, (a) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other
Loan Documents, provided that, solely for purposes of maintaining any security interest granted to the Administrative Agent under
any Collateral Document for the benefit of the Secured Parties, the retiring Administrative Agent shall continue to be vested with
such security interest as collateral agent for the benefit of the Secured Parties and, in the case of any Collateral in the possession
of the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative
Agent is appointed and accepts such appointment in accordance with this paragraph (it being understood and agreed that the retiring
Administrative Agent shall have no duty or obligation to take any further action under any Collateral Document, including any action
required to maintain the perfection of any such security interest), and (b) the Required Lenders shall succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Administrative Agent, provided that (i) all payments required
to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the
Administrative Agent shall be made directly to such Person and (ii) all notices and other communications required or contemplated
to be given or made to the Administrative Agent shall also directly be given or made to each Lender and the Issuing Bank. Following
the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article, Section
2.17(d) and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other
Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective
Related Parties in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent
and in respect of the matters referred to in the proviso under clause (a) above.


 




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SECTION 8.07.     Non-Reliance.


 


(a)          Each
Lender acknowledges and agrees that the extensions of credit made hereunder are commercial loans and letters of credit and not
investments in a business enterprise or securities. Each Lender further represents that it is engaged in making, acquiring or holding
commercial loans in the ordinary course of its business and has, independently and without reliance upon the Administrative Agent,
any arranger of this credit facility or any amendment thereto or any other Lender and their respective Related Parties and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement
as a Lender, and to make, acquire or hold Loans hereunder. Each Lender shall, independently and without reliance upon the Administrative
Agent, any arranger of this credit facility or any amendment thereto or any other Lender and their respective Related Parties and
based on such documents and information (which may contain material, non-public information within the meaning of the United States
securities laws concerning the Borrowers and their Affiliates) as it shall from time to time deem appropriate, continue to make
its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document, any related agreement
or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender
or assign or otherwise transfer its rights, interests and obligations hereunder.


 


(b)          Each
Lender hereby agrees that (i) it has requested a copy of each Report prepared by or on behalf of the Administrative Agent; (ii)
the Administrative Agent (A) makes no representation or warranty, express or implied, as to the completeness or accuracy of any
Report or any of the information contained therein or any inaccuracy or omission contained in or relating to a Report and (B) shall
not be liable for any information contained in any Report; (iii) the Reports are not comprehensive audits or examinations, and
that any Person performing any field examination will inspect only specific information regarding the Loan Parties and will rely
significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel
and that the Administrative Agent undertakes no obligation to update, correct or supplement the Reports; (iv) it will keep all
Reports confidential and strictly for its internal use, not share the Report with any Loan Party or any other Person except as
otherwise permitted pursuant to this Agreement; and (v) without limiting the generality of any other indemnification provision
contained in this Agreement, (A) it will hold the Administrative Agent and any such other Person preparing a Report harmless
from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection
with any extension of credit that the indemnifying Lender has made or may make to the Borrower, or the indemnifying Lender’s
participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (B) it will pay and protect, and indemnify,
defend, and hold the Administrative Agent and any such other Person preparing a Report harmless from and against, the claims, actions,
proceedings, damages, costs, expenses, and other amounts (including reasonable attorneys’ fees) incurred by the Administrative
Agent or any such other Person as the direct or indirect result of any third parties who might obtain all or part of any Report
through the indemnifying Lender.


 


SECTION 8.08.     Intentionally
Omitted.


 




    	 	111	 



     


    

  


SECTION 8.09.     Not
Partners or Co-Venturers; Administrative Agent as Representative of the Secured Parties. (a) The Lenders are not partners or
co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein in case of the
Administrative Agent) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf
of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has
become due and payable pursuant to the terms of this Agreement.


 


(b)          In
its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term
“secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent
to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each
Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize
upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised
solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event
that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Administrative Agent
is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan
Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf
of the Secured Parties.


 


SECTION 8.10.     Flood
Laws. JPMCB has adopted internal policies and procedures that address requirements placed on federally regulated lenders under
the National Flood Insurance Reform Act of 1994 and related legislation (the “Flood Laws”). JPMCB, as administrative
agent or collateral agent on a syndicated facility, will post on the applicable electronic platform (or otherwise distribute to
each Lender in the syndicate) documents that it receives in connection with the Flood Laws. However, JPMCB reminds each Lender
and Participant in the facility that, pursuant to the Flood Laws, each federally regulated Lender (whether acting as a Lender or
Participant in the facility) is responsible for assuring its own compliance with the flood insurance requirements.


 


ARTICLE
IX



Miscellaneous.


 


SECTION 9.01.     Notices.
(a) Except in the case of notices and other communications expressly permitted to be given by telephone or Electronic Systems
(and subject in each case to paragraph (b) below), all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile, as follows:


 


		(i)	if to any Loan Party, to the Borrower Representative
at:



 


CLARUS CORPORATION


2084 East 3900
South


Salt Lake City,
Utah 84124


 




    	 	112	 



     


    




 


Attention:
Aaron Kuehne


Facsimile No:
801-278-5544


 


with a copy
to:


 


KANE KESSLER,
P.C.

666 Third Avenue, 23rd Floor

New York, New York 10017-4041

Attention: Robert L. Lawrence, Esq.

Facsimile No: (212) 245-3009

Email: rlawrence@kanekessler.com


 


(ii)           if
to the Administrative Agent, JPMCB in its capacity as an Issuing Bank or the Swingline Lender, to JPMorgan Chase Bank, N.A. at:


 


3 Park Plaza,
Suite 900


Irvine, California
92614


Attention:
Account Executive


Facsimile No:
(949) 471-9872


 


with a copy
to:


 


MORGAN, LEWIS
& BOCKIUS LLP


300 South Grand
Avenue, 22nd Floor


Los Angeles,
California 90071-3132


Attention:
Marshall Stoddard, Jr., Esq.


Facsimile No:
(212) 309-6001


Email: marshall.stoddard@morganlewis.com


 


(iii)          if
to any other Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire.


 


All such notices and other communications
(i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when
received, (ii) sent by facsimile shall be deemed to have been given when sent, provided that if not given during normal
business hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on
the next Business Day of the recipient, or (iii) delivered through Electronic Systems to the extent provided in paragraph (b) below
shall be effective as provided in such paragraph.


 




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(b)          Notices
and other communications to the Lenders and the Administrative Agent hereunder may be delivered or furnished by Electronic Systems
pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to
Article II or to compliance and no Default certificates delivered pursuant to Section 5.01(d) unless otherwise agreed by the Administrative
Agent and the applicable Lender. Each of the Administrative Agent and the Borrower Representative (on behalf of the Loan Parties)
may, in its discretion, agree to accept notices and other communications to it hereunder by Electronic Systems pursuant to procedures
approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative
Agent otherwise proscribes, all such notices and other communications (i) sent to an e-mail address shall be deemed received upon
the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement), provided that if not given during the normal business
hours of the recipient, such notice or communication shall be deemed to have been given at the opening of business on the next
Business Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received upon the deemed receipt
by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice
or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above,
if such notice, e-mail or other communication is not sent during the normal business hours of the recipient, such notice or communication
shall be deemed to have been sent at the opening of business on the next Business Day of the recipient.


 


(c)          Any
party hereto may change its address, facsimile number or e-mail address for notices and other communications hereunder by notice
to the other parties hereto.


 


(d)          Electronic
Systems.


 


(i)          Each
Loan Party agrees that the Administrative Agent may, but shall not be obligated to, make Communications (as defined below) available
to the Issuing Bank and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially
similar Electronic System.


 


(ii)         Any
Electronic System used by the Administrative Agent is provided “as is” and “as available.” The Agent Parties
(as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim liability for errors or omissions
in the Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness
for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any
Agent Party in connection with the Communications or any Electronic System. In no event shall the Administrative Agent or any of
its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrowers or the other Loan
Parties, any Lender, the Issuing Bank or any other Person or entity for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Borrower’s,
any Loan Party’s or the Administrative Agent’s transmission of communications through an Electronic System. “Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any
Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent,
any Lender or the Issuing Bank by means of electronic communications pursuant to this Section, including through an Electronic
System.


 




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SECTION 9.02.     Waivers;
Amendments. (a)  No failure or delay by the Administrative Agent, the Issuing Bank or any Lender in exercising any right
or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other
or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the
Issuing Bank and the Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan
Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then
such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default,
regardless of whether the Administrative Agent, any Lender or the Issuing Bank may have had notice or knowledge of such Default
at the time.


 


(b)          Except
as provided in the first sentence of Section 2.09(f) (with respect to any commitment increase), neither this Agreement nor any
other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) in the case of this Agreement,
pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required Lenders or (y) in the case of
any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the Loan
Party or Loan Parties that are parties thereto, with the consent of the Required Lenders; provided that no such agreement
shall (i) increase the Revolving Commitment of any Lender without the written consent of such Lender (including any such Lender
that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce or forgive any interest or fees payable hereunder, without the written consent of each Lender (including
any such Lender that is a Defaulting Lender) directly affected thereby (provided that any amendment or modification of the financial
covenants in this Agreement (or any defined term used therein) shall not constitute a reduction in the rate of interest or fees
for purposes of this clause (ii)), (iii) postpone any scheduled date of payment of the principal amount of any Loan or LC Disbursement,
or any date for the payment of any interest, fees or other Obligations payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any Revolving Commitment, without the written consent of each
Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iv) change Section 2.18(b) or (d) in
a manner that would alter the manner in which payments are shared, without the written consent of each Lender (other than any Defaulting
Lender), (v) increase the advance rates set forth in the definition of Borrowing Base or add new categories of eligible assets,
without the written consent of each Revolving Lender (other than any Defaulting Lender), (vi) change any of the provisions of this
Section or the definition of “Required Lenders” or any other provision of any Loan Document specifying the number or
percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights thereunder or make any determination
or grant any consent thereunder, without the written consent of each Lender (other than any Defaulting Lender) directly affected
thereby, (vii) change Section 2.20, without the consent of each Lender (other than any Defaulting Lender), (viii) release any Loan
Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan Documents), without
the written consent of each Lender (other than any Defaulting Lender), or (ix) except as provided in clause (c) of this Section
or in any Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender (other
than any Defaulting Lender); provided further that no such agreement shall amend, modify or otherwise affect the rights
or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder without the prior written consent of
the Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may be (it being understood that any amendment
to Section 2.20 shall require the consent of the Administrative Agent, the Issuing Bank and the Swingline Lender); provided further that no such agreement shall amend or modify the provisions of Section 2.07 or any letter of credit application and
any bilateral agreement between the Borrower Representative and the Issuing Bank regarding the respective rights and obligations
between the applicable Borrower and the Issuing Bank in connection with the issuance of Letters of Credit without the prior written
consent of the Administrative Agent and the Issuing Bank, respectively. The Administrative Agent may also amend the Commitment
Schedule to reflect assignments entered into pursuant to Section 9.04. Any amendment, waiver or other modification of this
Agreement or any other Loan Document that by its terms affects the rights or duties under this Agreement of the Lenders of one
or more Classes (but not the Lenders of any other Class), may be effected by an agreement or agreements in writing entered into
by the Borrower and the requisite number or percentage in interest of each affected Class of Lenders that would be required to
consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time.


 




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(c)          The
Lenders and the Issuing Bank hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to
release any Liens granted to the Administrative Agent by the Loan Parties on any Collateral (i) upon the Payment in Full of all
Secured Obligations, and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to each affected Lender,
(ii) constituting property being sold or disposed of if the Loan Party disposing of such property certifies to the Administrative
Agent that the sale or disposition is made in compliance with the terms of this Agreement (and the Administrative Agent may rely
conclusively on any such certificate, without further inquiry), (iii) constituting property leased to a Loan Party under a lease
which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required to effect any sale or
other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent and the Lenders pursuant
to Article VII. Except as provided in the preceding sentence, the Administrative Agent will not release any Liens on Collateral
without the prior written authorization of the Required Lenders; provided that, the Administrative Agent may in its discretion,
release its Liens on Collateral valued in the aggregate not in excess of $5,000,000 during any calendar year without the prior
written authorization of the Required Lenders (it being agreed that the Administrative Agent may rely conclusively on one or more
certificates of the Borrowers as to the value of any Collateral to be so released, without further inquiry). Any such release
shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon
(or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale,
all of which shall continue to constitute part of the Collateral. Any execution and delivery by the Administrative Agent of documents
in connection with any such release shall be without recourse to or warranty by the Administrative Agent.


 




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(d)          If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is
not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “Non-Consenting
Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers, the
Administrative Agent and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due
to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement
and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements
of clause (b) of Section 9.04, and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such
replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder
to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections
2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement
under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.


 


(e)          Notwithstanding
anything to the contrary herein the Administrative Agent may, with the consent of the Borrower Representative only, amend, modify
or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


 


SECTION 9.03.     Expenses;
Indemnity; Damage Waiver. (a)  The Loan Parties shall, jointly and severally, pay all (i) reasonable out-of-pocket expenses
incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of counsel for
the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet
or through an Electronic System) of the credit facilities provided for herein, the preparation and administration of the Loan Documents
and any amendments, modifications or waivers of the provisions of the Loan Documents (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) reasonable out-of-pocket expenses incurred by the Issuing Bank in connection with
the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) out-of-pocket
expenses incurred by the Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements of
any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the enforcement, collection or protection
of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made
or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit. Expenses being reimbursed by the Loan Parties under this Section include,
without limiting the generality of the foregoing, fees, costs and expenses incurred in connection with:


 


(i)            appraisals
and insurance reviews;


 


(ii)           field
examinations and the preparation of Reports based on the fees charged by a third party retained by the Administrative Agent or
the internally allocated fees for each Person employed by the Administrative Agent with respect to each field examination (subject
to the limitations set forth in Section 5.06);


 




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(iii)          background
checks regarding senior management and/or key investors, as deemed necessary or appropriate in the sole discretion of the Administrative
Agent;


 


(iv)         Taxes,
fees and other charges for (A) lien and title searches and title insurance and (B) filing financing statements and continuations,
and other actions to perfect, protect, and continue the Administrative Agent’s Liens;


 


(v)         sums
paid or incurred to take any action required of any Loan Party under the Loan Documents that such Loan Party fails to pay or take;
and


 


(vi)        forwarding
loan proceeds, collecting checks and other items of payment, and establishing and maintaining the accounts and lock boxes, and
costs and expenses of preserving and protecting the Collateral.


 


All of the foregoing fees, costs and expenses
may be charged to the Borrowers as Revolving Loans or to another deposit account, all as described in Section 2.18(c).


 


(b)          The
Loan Parties shall, jointly and severally, indemnify the Administrative Agent, the Issuing Bank and each Lender, and each Related
Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or delivery of the Loan Documents or any agreement
or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or Release of Hazardous Materials on or from any property owned or operated by a Loan Party or a Subsidiary, or any Environmental
Liability related in any way to a Loan Party or a Subsidiary, (iv) the failure of a Loan Party to deliver to the Administrative
Agent the required receipts or other required documentary evidence with respect to a payment made by a Loan Party for Taxes pursuant
to Section 2.17, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether or not such claim, litigation, investigation or proceeding is brought by any Loan Party or their respective equity holders,
Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent
that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court of competent jurisdiction
by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. This
Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax
claim.


 




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(c)          To
the extent that any Loan Party fails to pay any amount required to be paid by it to the Administrative Agent (or any sub-agent
thereof), the Swingline Lender or the Issuing Bank (or any Related Party of any of the foregoing) under paragraph (a) or (b) of
this Section, each Lender severally agrees to pay to the Administrative Agent, the Swingline Lender or the Issuing Bank (or any
Related Party of any of the foregoing), as the case may be, such Lender’s Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood that any such
payment by the Lenders shall not relieve any Loan Party of any default in the payment thereof); provided that the unreimbursed
expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, the Swingline Lender or the Issuing Bank in its capacity as such.


 


(d)          To
the extent permitted by applicable law, no Loan Party shall assert, and each Loan Party hereby waives, any claim against any Indemnitee
(i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic
or other information transmission systems (including the Internet) or (ii) on any theory of liability, for special, indirect, consequential
or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of
Credit or the use of the proceeds thereof; provided that, nothing in this paragraph (d) shall relieve any Loan Party of
any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against
such Indemnitee by a third party.


 


(e)          All
amounts due under this Section shall be payable promptly after written demand therefor.


 


SECTION 9.04.     Successors
and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of
Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by any Borrower without such consent shall be null and
void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit),
Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under
or by reason of this Agreement.


 


(b)          (i)          Subject
to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible
Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitment,
participations in Letters of Credit and the Loans at the time owing to it) with the prior written consent (such consent not to
be unreasonably withheld) of:


 




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(A)         the
Borrower Representative, provided that the Borrower Representative shall be deemed to have consented to any such assignment
unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received
notice thereof, and provided further that no consent of the Borrower Representative shall be required for an assignment
to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;


 


(B)         the
Administrative Agent;


 


(C)         the
Issuing Bank; and


 


(D)         the
Swingline Lender.


 


(ii)          Assignments
shall be subject to the following additional conditions:


 


(A)         except
in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining
amount of the assigning Lender’s Revolving Commitment or Loans of any Class, the amount of the Revolving Commitment or Loans
of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower Representative
and the Administrative Agent otherwise consent, provided that no such consent of the Borrower Representative shall be required
if an Event of Default has occurred and is continuing;


 


(B)         each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement;


 


(C)         the
parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the
extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the
Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation
fee of $3,500; and


 


(D)         the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information
about the Company, the other Loan Parties and their Related Parties or their respective securities) will be made available and
who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal
and state securities laws.


 




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For the purposes of
this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following
meanings:


 


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


“Ineligible
Institution” means a (a) natural person, (b) a Defaulting Lender or its Parent, (c) company, investment vehicle or trust
for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof; provided that, such company,
investment vehicle or trust shall not constitute an Ineligible Institution if it (x) has not been established for the primary purpose
of acquiring any Loans or Revolving Commitments, (y) is managed by a professional advisor, who is not such natural person or a
relative thereof, having significant experience in the business of making or purchasing commercial loans, and (z) has assets greater
than $25,000,000 and a significant part of its activities consist of making or purchasing commercial loans and similar extensions
of credit in the ordinary course of its business or (d) a Loan Party or a Subsidiary or other Affiliate of a Loan Party.


 


(iii)          Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified
in each Assignment and Assumption, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder
shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15,
2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply
with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights
and obligations in accordance with paragraph (c) of this Section.


 


(iv)        The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the Revolving Commitment of, and principal amount of the Loans and LC Disbursements owing to, each Lender pursuant to the terms
hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrowers,
the Administrative Agent, the Issuing Bank and the Lenders shall treat each Person whose name is recorded in the Register pursuant
to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by the Borrowers, the Issuing Bank and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.


 




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(v)         Upon
its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, or (y) to the extent
applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative
Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)
of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that
if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section
2.05, 2.06(d) or (e), 2.07(b), 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment
and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together
with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded
in the Register as provided in this paragraph.


 


(c)          Any
Lender may, without the consent of the Borrowers, the Administrative Agent, the Issuing Bank or the Swingline Lender, sell participations
to one or more banks or other entities (a “Participant”) other than an Ineligible Institution in all or a portion
of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitment and
the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged;
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations; and (C) the
Borrowers, the Administrative Agent, the Issuing Bank and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant
to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement
and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrowers agree that each Participant
shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including
the requirements under Section 2.17(f) and (g) (it being understood that the documentation required under Section 2.17(f)
shall be delivered to the participating Lender and the information and documentation required under Section 2.17(g) will be delivered
to the Borrowers and the Administrative Agent)) to the same extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions
of Sections 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled
to receive any greater payment under Section 2.15 or 2.17, with respect to any participation, than its participating Lender would
have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law
that occurs after the Participant acquired the applicable participation.


 




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Each Lender that sells
a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers
to effectuate the provisions of Section 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.18(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this
purpose as an agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal
amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under this Agreement or any
other Loan Document (the “Participant Register”); provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s
interest in any Revolving Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person
except to the extent that such disclosure is necessary to establish that such Revolving Commitment, Loan, Letter of Credit or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant
Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant
Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For
the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining
a Participant Register.


 


(d)          Any
Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


 


SECTION 9.05.    Survival.
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates
or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered
to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement
is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Revolving Commitments have not expired or terminated.
The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless
of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters
of Credit and the Revolving Commitments or the termination of this Agreement or any other Loan Document or any provision hereof
or thereof.


 


SECTION 9.06.    Counterparts;
Integration; Effectiveness; Electronic Execution. (a) This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to
the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any
and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section
4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.


 




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(b)          Delivery
of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces
an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.
The words “execution,” “signed,” “signature,” “delivery,” and words of like import
in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby
shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or
any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require
the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.


 


SECTION 9.07.     Severability.
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.


 


SECTION 9.08.     Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate
to or for the credit or the account of any Loan Party against any of and all the Secured Obligations held by such Lender, irrespective
of whether or not such Lender shall have made any demand under the Loan Documents and although such obligations may be unmatured.
The applicable Lender shall notify the Borrower Representative and the Administrative Agent of such set-off or application, provided
that any failure to give or any delay in giving such notice shall not affect the validity of any such set-off or application under
this Section. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights
of setoff) which such Lender may have.


 


SECTION 9.09.     Governing
Law; Jurisdiction; Consent to Service of Process. (a) The Loan Documents (other than
those containing a contrary express choice of law provision) shall be governed by and construed in accordance with the internal
laws (and not the laws of conflicts) of the State of New York, but giving effect to federal laws applicable to national banks.


 


(b)          Each
Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any U.S.
Federal or New York State court sitting in New York, New York in any action or proceeding arising out of or relating to any Loan
Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or,
to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, the Issuing
Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against
any Loan Party or its properties in the courts of any jurisdiction.


 




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(c)          Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court.


 


(d)          Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 


SECTION 9.10.    WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, OTHER AGENT (INCLUDING ANY ATTORNEY) OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.


 


SECTION 9.11.      Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.


 




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SECTION 9.12.     Confidentiality.
Each of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) subject to Section 5.01(v) of the Agreement, to its and
its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any
self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by any
Requirement of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with
the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the consent of
the Borrower Representative (h) to holders of Equity Interests in any Borrower, (i) to any Person providing a Guarantee of all
or any portion of the Secured Obligations, or (j) to the extent such Information (i) becomes publicly available other
than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, the Issuing Bank or any
Lender on a non-confidential basis from a source other than the Borrowers or other Loan Party. For the purposes of this Section,
“Information” means all information received from the Borrowers relating to the Borrowers or their business,
other than any such information that is available to the Administrative Agent, the Issuing Bank or any Lender on a non-confidential
basis prior to disclosure by the Borrowers and other than information pertaining to this Agreement provided by arrangers to data
service providers, including league table providers, that serve the lending industry. Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential
information but in no event less than a reasonable amount of care.


 


EACH LENDER ACKNOWLEDGES
THAT INFORMATION AS DEFINED IN SECTION 9.12 FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE COMPANY, AND ITS AFFILIATES, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND
CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.


 


ALL INFORMATION,
INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE
OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE
COMPANY, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE
BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.


 




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SECTION 9.13.    Several
Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder are several and not joint and the
failure of any Lender to make any Loan or perform any of its obligations hereunder shall not relieve any other Lender from any
of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking to any margin stock (as defined
in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything contained in this Agreement to
the contrary notwithstanding, neither the Issuing Bank nor any Lender shall be obligated to extend credit to the Borrowers in violation
of any Requirement of Law.


 


SECTION 9.14.     USA
PATRIOT Act. Each Lender that is subject to the requirements of the USA PATRIOT Act hereby notifies each Loan Party that pursuant
to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information that identifies such Loan Party,
which information includes the name and address of such Loan Party and other information that will allow such Lender to identify
such Loan Party in accordance with the USA PATRIOT Act.


 


SECTION 9.15.     Disclosure.
Each Loan Party, each Lender and the Issuing Bank hereby acknowledges and agrees that the Administrative Agent and/or its Affiliates
from time to time may hold investments in, make other loans to or have other relationships with any of the Loan Parties and their
respective Affiliates.


 


SECTION 9.16.     Appointment
for Perfection. Each Lender hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit
of the Administrative Agent and the other Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other
applicable law can be perfected only by possession or control. Should any Lender (other than the Administrative Agent) obtain possession
or control of any such Collateral, such Lender shall notify the Administrative Agent thereof, and, promptly upon the Administrative
Agent’s request therefor shall deliver such Collateral to the Administrative Agent or otherwise deal with such Collateral
in accordance with the Administrative Agent’s instructions.


 


SECTION 9.17.     Interest
Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively
the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest
payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable
as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect
of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with
interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.


 




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SECTION 9.18.    Marketing
Consent. The Borrowers hereby authorize JPMCB and its affiliates (collectively, the “JPMCB Parties”), at
their respective sole expense, but without any prior approval by the Borrowers, to publish such tombstones and give such other
publicity to this Agreement as each may from time to time determine in its sole discretion. The foregoing authorization shall remain
in effect unless and until the Borrower Representative notifies JPMCB in writing that such authorization is revoked.


 


SECTION 9.19.    Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other
agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial
Institution arising under any Loan Document may be subject to the write-down and conversion powers of an EEA Resolution Authority
and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)          the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)          the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)          a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or
any other Loan Document; or


 


(iii)          the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 




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SECTION 9.20.   No
Fiduciary Duty, etc. Each Borrower acknowledges and agrees, and acknowledges its subsidiaries’ understanding, that no Credit
Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit
Party is acting solely in the capacity of an arm’s length contractual counterparty to each Borrower with respect to the Loan
Documents and the transaction contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, any Borrower
or any other person. Each Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach
of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally,
each Borrower acknowledges and agrees that no Credit Party is advising any Borrower as to any legal, tax, investment, accounting,
regulatory or any other matters in any jurisdiction. Each Borrower shall consult with its own advisors concerning such matters
and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and
the Credit Parties shall have no responsibility or liability to any Borrower with respect thereto. Each Borrower further acknowledges
and agrees, and acknowledges its subsidiaries’ understanding, that each Credit Party, together with its affiliates, is a
full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment
banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other
financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other
securities and financial instruments (including bank loans and other obligations) of, any Borrower and other companies with which
any Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by
any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting
rights, will be exercised by the holder of the rights, in its sole discretion. In addition, each Borrower acknowledges and agrees,
and acknowledges its subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing,
equity capital or other services (including financial advisory services) to other companies in respect of which a Borrower may
have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information
obtained from any Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with such
Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish
any such information to other companies. Each Borrower also acknowledges that no Credit Party has any obligation to use in connection
with the transactions contemplated by the Loan Documents, or to furnish to any Borrower, confidential information obtained from
other companies.


 


ARTICLE
X



Loan Guaranty


 


SECTION 10.01.   Guaranty.
Each Loan Guarantor (other than those that have delivered a separate Guaranty) hereby agrees that it is jointly and severally liable
for, and, as a primary obligor and not merely as surety, absolutely, unconditionally and irrevocably guarantees to the Secured
Parties, the prompt payment when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter,
of the Secured Obligations and all costs and expenses, including, without limitation, all court costs and attorneys’ and
paralegals’ fees and expenses paid or incurred by the Administrative Agent, the Issuing Bank and the Lenders in endeavoring
to collect all or any part of the Secured Obligations from, or in prosecuting any action against, any Borrower or any Loan Guarantor
of all or any part of the Secured Obligations (such costs and expenses, together with the Secured Obligations, collectively the
“Guaranteed Obligations”; provided, however, that the definition of “Guaranteed Obligations”
shall not create any guarantee by any Loan Guarantor of (or grant of security interest by any Loan Guarantor to support, as applicable)
any Excluded Swap Obligations of such Loan Guarantor for purposes of determining any obligations of any Loan Guarantor). Each Loan
Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further
assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal. All terms of this Loan
Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate of any Lender that extended
any portion of the Guaranteed Obligations.


 




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SECTION 10.02.   Guaranty
of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require
the Administrative Agent, the Issuing Bank or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor of, or any
other Person obligated for, all or any part of the Guaranteed Obligations (each, an “Obligated Party”), or otherwise
to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.


 


SECTION 10.03.   No
Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein, the obligations of each Loan Guarantor
hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination for any reason
(other than Payment in Full of the Guaranteed Obligations), including: (i) any claim of waiver, release, extension, renewal, settlement,
surrender, alteration or compromise of any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any change in
the corporate existence, structure or ownership of any Borrower or any other Obligated Party liable for any of the Guaranteed Obligations;
(iii) any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Obligated Party or their assets or any
resulting release or discharge of any obligation of any Obligated Party; or (iv) the existence of any claim, setoff or other rights
which any Loan Guarantor may have at any time against any Obligated Party, the Administrative Agent, the Issuing Bank, any Lender
or any other Person, whether in connection herewith or in any unrelated transactions.


 


(b)          The
obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any
provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations
or any part thereof.


 


(c)          Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of the
Administrative Agent, the Issuing Bank or any Lender to assert any claim or demand or to enforce any remedy with respect to all
or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any agreement relating
to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct security for the obligations
of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other Obligated Party liable for any
of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent, the Issuing Bank or any Lender with
respect to any collateral securing any part of the Guaranteed Obligations; or (v) any default, failure or delay, willful or otherwise,
in the payment or performance of any of the Guaranteed Obligations, or any other circumstance, act, omission or delay that might
in any manner or to any extent vary the risk of such Loan Guarantor or that would otherwise operate as a discharge of any Loan
Guarantor as a matter of law or equity (other than Payment in Full of the Guaranteed Obligations).


 




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SECTION 10.04.  Defenses
Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any defense based on or arising
out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part of the Guaranteed Obligations
from any cause, or the cessation from any cause of the liability of any Borrower, any Loan Guarantor or any other Obligated Party,
other than Payment in Full of the Guaranteed Obligations. Without limiting the generality of the foregoing, each Loan Guarantor
irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not
provided for herein, as well as any requirement that at any time any action be taken by any Person against any Obligated Party
or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not raise any such law
as a defense to its obligations hereunder. The Administrative Agent may, at its election, foreclose on any Collateral held by it
by one or more judicial or nonjudicial sales, accept an assignment of any such Collateral in lieu of foreclosure or otherwise act
or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or adjust any part
of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right or remedy available
to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor under this Loan
Guaranty except to the extent the Guaranteed Obligations have been Paid in Full. To the fullest extent permitted by applicable
law, each Loan Guarantor waives any defense arising out of any such election even though that election may operate, pursuant to
applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Loan Guarantor
against any Obligated Party or any security.


 


SECTION 10.05.   Rights
of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of
subrogation, contribution or indemnification, that it has against any Obligated Party or any collateral, until the Loan Parties
and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Issuing Bank and the Lenders.


 


SECTION 10.06.  Reinstatement;
Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations (including a payment effected
through exercise of a right of setoff) is rescinded, or must otherwise be restored or returned upon the insolvency, bankruptcy
or reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by a Secured Party in its discretion),
each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time
as though the payment had not been made and whether or not the Administrative Agent, the Issuing Bank and the Lenders are in possession
of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency,
bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the terms of any agreement
relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by the Administrative
Agent.


 


SECTION 10.07.   Information.
Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the Borrowers’ financial condition
and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope
and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that none of the Administrative
Agent, the Issuing Bank or any Lender shall have any duty to advise any Loan Guarantor of information known to it regarding those
circumstances or risks.


 




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SECTION 10.08.   Termination.
Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty
until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such
notice, each Loan Guarantor will continue to be liable to the Lenders for any Guaranteed Obligations created, assumed or committed
to prior to the fifth day after receipt of the notice, and all subsequent renewals, extensions, modifications and amendments with
respect to, or substitutions for, all or any part of such Guaranteed Obligations. Nothing in this Section 10.08 shall be deemed
to constitute a waiver of, or eliminate, limit, reduce or otherwise impair any rights or remedies the Administrative Agent or any
Lender may have in respect of, any Default or Event of Default that shall exist under clause (o) of Article VII hereof as a result
of any such notice of termination.


 


SECTION 10.09.   Taxes.
Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding for any Taxes, unless such withholding
is required by law. If any Loan Guarantor determines, in its sole discretion exercised in good faith, that it is so required to
withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount of withheld Taxes to the relevant
Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such
Loan Guarantor shall be increased as necessary so that, net of such withholding (including such withholding applicable to additional
amounts payable under this Section), the Administrative Agent, Lender or Issuing Bank (as the case may be) receives the amount
it would have received had no such withholding been made.


 


SECTION 10.10.   Maximum
Liability. Notwithstanding any other provision of this Loan Guaranty, the amount guaranteed by each Loan Guarantor hereunder
shall be limited to the extent, if any, required so that its obligations hereunder shall not be subject to avoidance under Section
548 of the Bankruptcy Code or under any applicable state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act, Uniform
Voidable Transaction Act or similar statute or common law. In determining the limitations, if any, on the amount of any Loan Guarantor’s
obligations hereunder pursuant to the preceding sentence, it is the intention of the parties hereto that any rights of subrogation,
indemnification or contribution which such Loan Guarantor may have under this Loan Guaranty, any other agreement or applicable
law shall be taken into account.


 


SECTION 10.11.   Contribution.


 


(a)          To
the extent that any Loan Guarantor shall make a payment under this Loan Guaranty (a “Guarantor Payment”) which,
taking into account all other Guarantor Payments then previously or concurrently made by any other Loan Guarantor, exceeds the
amount which otherwise would have been paid by or attributable to such Loan Guarantor if each Loan Guarantor had paid the aggregate
Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Loan Guarantor’s “Allocable
Amount” (as defined below) (as determined immediately prior to such Guarantor Payment) bore to the aggregate Allocable Amounts
of each of the Loan Guarantors as determined immediately prior to the making of such Guarantor Payment, then, following indefeasible
payment in full in cash of the Guarantor Payment and the Payment in Full of the Guaranteed Obligations and the termination of this
Agreement, such Loan Guarantor shall be entitled to receive contribution and indemnification payments from, and be reimbursed by,
each other Loan Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately
prior to such Guarantor Payment.


 




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(b)          As
of any date of determination, the “Allocable Amount” of any Loan Guarantor shall be equal to the excess of the fair
saleable value of the property of such Loan Guarantor over the total liabilities of such Loan Guarantor (including the maximum
amount reasonably expected to become due in respect of contingent liabilities, calculated, without duplication, assuming each other
Loan Guarantor that is also liable for such contingent liability pays its ratable share thereof), giving effect to all payments
made by other Loan Guarantors as of such date in a manner to maximize the amount of such contributions.


 


(c)          This
Section 10.11 is intended only to define the relative rights of the Loan Guarantors, and nothing set forth in this Section 10.11
is intended to or shall impair the obligations of the Loan Guarantors, jointly and severally, to pay any amounts as and when the
same shall become due and payable in accordance with the terms of this Loan Guaranty.


 


(d)          The
parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets of the Loan Guarantor
or Loan Guarantors to which such contribution and indemnification is owing.


 


(e)          The
rights of the indemnifying Loan Guarantors against other Loan Guarantors under this Section 10.11 shall be exercisable upon the
Payment in Full of the Guaranteed Obligations and the termination of this Agreement.


 


SECTION 10.12.   Liability
Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X is in addition to and shall be cumulative
with all liabilities of each Loan Party to the Administrative Agent, the Issuing Bank and the Lenders under this Agreement and
the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan
Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically
provides to the contrary.


 


SECTION 10.13.   Keepwell.
Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such
funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Loan
Guaranty in respect of a Swap Obligation (provided, however, that each Qualified ECP Guarantor shall only be liable under this
Section 10.13 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this
Section 10.13 or otherwise under this Loan Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent
transfer, and not for any greater amount). Except as otherwise provided herein, the obligations of each Qualified ECP Guarantor
under this Section 10.13 shall remain in full force and effect until the termination of all Swap Obligations. Each Qualified ECP
Guarantor intends that this Section 10.13 constitute, and this Section 10.13 shall be deemed to constitute, a “keepwell,
support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act.


 




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ARTICLE
XI


 


The Borrower Representative.


 


SECTION 11.01.   Appointment;
Nature of Relationship. The Company is hereby appointed by each of the Borrowers as its contractual representative (herein referred
to as the “Borrower Representative”) hereunder and under each other Loan Document, and each of the Borrowers
irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower with the rights and
duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act as such contractual
representative upon the express conditions contained in this Article XI. Additionally, the Borrowers hereby appoint the Borrower
Representative as their agent to receive all of the proceeds of the Loans in the Funding Account(s), at which time the Borrower
Representative shall promptly disburse such Loans to the appropriate Borrower(s). The Administrative Agent and the Lenders, and
their respective officers, directors, agents or employees, shall not be liable to the Borrower Representative or any Borrower for
any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01.


 


SECTION 11.02.   Powers.
The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the
Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower
Representative shall have no implied duties to the Borrowers, or any obligation to the Lenders to take any action thereunder except
any action specifically provided by the Loan Documents to be taken by the Borrower Representative.


 


SECTION 11.03.   Employment
of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative hereunder and under any other
Loan Document by or through authorized officers.


 


SECTION 11.04.   Intentionally
Omitted.


 


SECTION 11.05.   Successor
Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower Representative may resign at
any time, such resignation to be effective upon the appointment of a successor Borrower Representative. The Administrative Agent
shall give prompt written notice of such resignation to the Lenders.


 


SECTION 11.06.  Execution
of Loan Documents; Borrowing Base Certificate. The Borrowers hereby empower and authorize the Borrower Representative, on behalf
of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related agreements,
certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents, including,
without limitation, the Borrowing Base Certificates and the Compliance Certificates. Each Borrower agrees that any action taken
by the Borrower Representative or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and
the exercise by the Borrower Representative of its powers set forth therein or herein, together with such other powers that are
reasonably incidental thereto, shall be binding upon all of the Borrowers.


 


(Signature Pages Follow)


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year
first above written.


 


	 	CLARUS CORPORATION,
	 	a Delaware corporation,
	 	as a Borrower
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	 	Name: Aaron J. Kuehne
	 	 	Title: Chief Financial Officer, Chief Administrative Officer, Treasurer and Secretary
	 	 
	 	BLACK DIAMOND EQUIPMENT, LTD.,
	 	a Delaware corporation,
	 	as a Borrower
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	 	Name: Aaron J. Kuehne
	 	 	Title: Chief Financial Officer and Secretary
	 	 
	 	BLACK DIAMOND RETAIL, INC.,
	 	a Delaware corporation,
	 	as a Borrower
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	 	Name: Aaron J. Kuehne
	 	 	Title: Chief Financial Officer and Secretary
	 	 
	 	SIERRA BULLETS, L.L.C.,
	 	a Delaware limited liability company,
	 	as a Borrower
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	 	Name: Aaron J. Kuehne
	 	 	Title: Secretary


 


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	 	EVEREST/SAPPHIRE ACQUISITION, LLC,
	 	a Delaware limited liability company,
	 	as a Loan Guarantor
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	 	Name: Aaron J. Kuehne
	 	 	Title: Secretary and Treasurer
	 	 
	 	PIEPS SERVICE, LLC,
	 	a Delaware limited liability company,
	 	as a Loan Guarantor
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	 	Name: Aaron J. Kuehne
	 	 	Title: Secretary and Treasurer
	 	 
	 	BD EUROPEAN HOLDINGS, LLC,
	 	a Delaware limited liability company,
	 	as a Loan Guarantor
	 	 
	 	By	/s/ Aaron J. Kuehne
	 	 	Name: Aaron J. Kuehne
	 	 	Title: Secretary and Treasurer
	 	 	 
	 	BD NORTH AMERICAN HOLDINGS, LLC,
	 	a Delaware limited liability company,
	 	as a Loan Guarantor
	 	 	 
	 	By	/s/ Aaron J. Kuehne
	 	 	Name: Aaron J. Kuehne
	 	 	Title: Secretary and Treasurer
	 	 	 
	 	BLACK DIAMOND RETAIL - ALASKA, LLC,
	 	a Delaware limited liability company,
	 	as a Loan Guarantor
	 	 	 
	 	By	/s/ Aaron J. Kuehne
	 	 	Name: Aaron J. Kuehne
	 	 	Title: Chief Financial Officer and Secretary


 


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	 	JPMORGAN CHASE BANK, N.A.,
	 	as Administrative Agent, Issuing Bank, Swingline Lender, and a Lender
	 	 	 
	 	By  	/s/ James Fallahay
	 	 	Name: James Fallahay
	 	 	Title: Authorized Officer


 


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COMMITMENT SCHEDULE


 


	Lender	 	Revolving Commitment	 
	JPMorgan Chase Bank, N.A.	 	$	75,000,000	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Total	 	$	75,000,000